Bank of Baroda-இன் இயக்குநர் அறிக்கை

Mar 31, 2018

The Directors have pleasure in presenting the One Hundred and tenth Annual Report of your Bank with the audited Balance Sheet, Profit & Loss Account and the Report on Business and operations for the year ended March 31, 2018 (FY 2018).

Financial Performance

A snapshot of our Bankâs financial performance is as below:

(Rs. in crore)

Particulars

31.03.17

31.03.18

Growth (%)

Deposits

6,01,675.2

5,91,314.8

(1.7)

of which- Domestic Deposits

4,40,092.2

4,66,973.8

6.1

International Deposits

1,61,583.0

1,24,341.0

(23.1)

Domestic Deposits

4,40,092.2

4,66,973.8

6.1

of which - Current Account Deposits

26,761.8

31,193.1

16.6

Savings Bank Deposits

1,46,831.9

1,61,130.0

9.7

CASA Deposits

1,73,593.6

1,92,323.1

10.8

Domestic CASA to Domestic Deposits (%)

39.44

41.18

Advances

3,83,259.2

4,27,431.8

11.5

of which- Domestic Advances

2,77,523.7

3,24,238.5

16.8

International Advances

1,05,735.5

1,03,193.3

(2.4)

Total Assets

6,94,875.4

7,19,999.8

3.6

Net Interest Income (NII)

13,513.4

15,521.8

14.9

Other Income

6,758.1

6,657.2

(1.5)

of which-Fee Income

2,837.4

3,249.7

14.5

Forex Income

975.9

909.2

(6.8)

Trading Gains

2,618.0

1,877.6

(28.3)

Recovery from PWO

326.8

620.7

90.0

NII Other Income

20,271.5

22,179.0

9.4

Operating Expenses

9,296.4

10,173.4

9.4

Operating Profit

10,975.1

12,005.6

9.4

Provisions

8,502.4

14,796.4

74.0

of which:

Provisions for NPAs & Bad debts written off

7,679.8

14,211.7

85.1

Profit Before Tax

2,472.7

(2,790.7)

-

Provision for Tax

1,089.6

(358.9)

-

Net Profit

1,383.1

(2,431.8)

-

Appropriations/

Transfers

Statutory Reserve

345.8

0

Capital Reserve

353.7

0

Revenue and Other Reserves

I) General Reserve

0

(2,431.8)

II) Special Reserve u/s 36 (I) (viii) of the Income Tax Act 1961

350.9

0

Proposed Dividend

332.8

0

(Rs. in crore)

Key Performance Indicators

31.03.17

31.03.18

Average Cost of Funds (%)

4.82

4.56

Average Yield (%)

6.85

6.84

Average Interest Earning Assets

6,15,834.7

6,37,987.0

Average Interest Bearing Liabilities

5,95,250.0

6,16,243.9

Net Interest Margin (%)

2.19

2.43

Cost-Income Ratio (%)

45.86

45.87

Return on Average Assets (ROAA) (%)

0.20

(0.34)

Return on Equity (%)

4.53

(7.64)

Book Value per Share (Rs.)

132.46

120.28

EPS (Rs.)

6.00

(9.19)

The financial year FY 2018 had been an eventful year. The credit growth in the banking sector picked up during second half of the financial year. However, on account of base effect and currency withdrawal in the beginning of the year, the deposit growth during the year touched a multi decade low. With the Insolvency and Bankruptcy Code (IBC) becoming operational and RBI mandating resolution of large part of NPAs of banking system to be resolved at NCLT it provided a momentum to the resolution process. During the last quarter of the financial year, the RBI aligned its guidelines on resolution of stressed assets with IBC repealing its earlier guidelines on resolution of such assets. It front ended the recognition of NPAs in the system and impacted the profitability of banks in the short run. In the above environment, Bank performed well with improvement in core operating efficiency.

The net interest income (NII) of the Bank increased by 14.9% during the year. The other income marginally declined by 1.5% on account of lower treasury gains due to hardening of bond yields in the second part of the financial year. However, core fee income increased by 14.5%. Recovery from technically written off accounts increased by 90%. The operating expenses registered increase of 9.4%.

The Bank posted an operating profit of Rs.12,006 crore registering an increase of 9.4%. Total provisions increased by 74% and higher GNPA pool led to increase in provisions for NPAs by 85%, leading to Bank posting loss of Rs.2,431.8 crore. On account of this, there was no amount transferred to statutory and capital reserves and the loss amount was appropriated from general reserve.

Reflecting on the improved operating performance, the net interest margin (NIM) improved from 2.19% to 2.43%. This was led by reduction in the average cost of funds to 4.56% from 4.82% and almost flat average yield on funds. The cost to income ratio remained steady at 45.87%.

Capital Adequacy Ratio (CAR) in %

31.03.17

31.03.18

Capital Adequacy Ratio -Basel III

12.24

12.13

CET-I

8.98

9.23

Tier - I

9.93

10.46

Tier - II

2.31

1.67

The capital adequacy ratio of the Bank at 12.13% continues to be above regulatory requirements as of March 31, 2018. The Tier 1 capital was 10.46% and Common Equity Tier 1 (CET-1) was 9.23%. The consolidated group capital adequacy ratio was higher at 12.87%.

During the year, Bank made preferential allotment of 34,13,56,534 shares of Rs.2 at a price of Rs.157.46 per share amounting to Rs.5,375 crore to Government of India. Accordingly paid up equity share capital of the Bank increased by Rs.68.27 crore. Bank also raised Rs.1,350 crore through issuance of Additional Tier-1 bonds.

Bankâs net worth as of March 31, 2018 was Rs.31,820.2 crore comprising of paid-up equity capital of Rs.530.36 crore and reserves of Rs.31,289.9 crore (excluding revaluation reserves, foreign currency translation reserves and other intangible assets). The book value of the share (FV Rs.2/-) was Rs.120.28.

Dividend

Bank is not eligible to pay dividend for the financial year 201718 on account of not meeting the eligibility criteria stipulated by Reserve Bank of India for this purpose.

Dividend Distribution Policy

As required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), 2015, Bank has dividend distribution policy in place which sets out the parameters and circumstances that will be taken into account by Board in determining distribution of dividend to its shareholders. The policy is given in this Annual Report and is also available on the Bankâs website at www.bankofbaroda.com/download/Dividend.pdf

Board of Directors (Appointment /Cessation of Directors during the year)

Appointments

Shri Lok Ranjan was nominated as Director w.e.f. August 26, 2017 by The Central Government u/s 9 (3) (b) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders.

Smt. Soundara Kumar was elected as Shareholder Director under section 9 (3)(i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of 3 years from December 24, 2017 to December 23, 2020.

Shri Bharatkumar D Dangar was elected as Shareholder Director under section 9 (3)(i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a second term of 3 years from December 24,2017 to December 23,2020.

Cessations

Shri Mohammad Mustafa Director, ceased to be a Government Nominee Director w.e.f. August 26, 2017 on the appointment of Shri Lok Ranjan in his place.

Shri Prem Kumar Makkar Director, ceased to be a Non Workmen Director w.e.f. September 19, 2017 on completion of the tenure of -3- years.

Dr. R. Narayanaswamy Director, ceased to be a Shareholders Director w.e.f. December 24, 2017 on completion of the tenure of -3- years.

Board Evaluation

In FY 2017, the Bank engaged a reputed external consulting firm to conduct an independent evaluation of the Board, its committees and individual directors. In FY 2018, this evaluation was followed up by an independently administered questionnaire by the same consulting firm. The questionnaire was completed by all the directors. The questionnaire included a range of topics to evaluate the performance of the Board. These includes:-

- Composition & Effectiveness

- Governance

- Relations with Management Committees

- Continuous Improvement

The responses received from the Board members were compiled and a report was submitted by the consulting firm to all Directors on the Board. The Directors discussed the Report and agreed on a set of actions to drive further improvement in Board effectiveness.

Auditorsâ Compliance Certificate on Corporate Governance:

The Auditors Compliance Certificate regarding the compliance of the conditions of Corporate Governance for the year 2017-18 is annexed with this report pursuant to âPart âEâ of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Business Responsibility Report

Business Responsibility Report as required by SEBI has been hosted on the website of the Bank (www.bankofbaroda. co.in). Any member interested in obtaining a physical copy of the same may write to the Company Secretary of the Bank.

Directorsâ Responsibility Statement

The Directors confirm that in the preparation of the annual accounts for the Financial Year ended March 31, 2018:

a) The applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b) The accounting policies framed in accordance with the guideline of Reserve Bank of India were followed and the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit and loss of the Bank for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of applicable laws to the Bank for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had ensured that internal financial controls followed by the Bank are in accordance with guidelines issued by Reserve Bank of India in this regard and that such internal financial controls are adequate and were operating effectively.

Explanation. For the purposes of this clause, the term âinternal financial controlsâ means the policies and procedures adopted by the Bank for ensuring the orderly and efficient conduct of its business, including adherence to Bankâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Directors place on record their appreciation for the contributions made by the outgoing Directors viz. Shri Mohammad Mustafa, Shri Prem Kumar Makkar and Dr. R. Narayanaswamy.

The Directors express their sincere thanks to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, other regulatory authorities and the overseas regulators for their continued co-operation, guidance and support.

Bank would like to take this opportunity to express sincere thanks to its valued clients for their continued patronage and support.

The Directors acknowledge with deep appreciation of the cooperation extended by all shareholders, banks and financial institutions, rating agencies, stock exchanges and all the well wishers in India and abroad.

The Directors also take this opportunity to place on record deep appreciation for the hard work and dedication of the employees of our Bank which enabled our Bank to record growth with quality year after year despite economic challenges and consolidate its position as one of the premier banks in the country.

For and on behalf of the Board of Directors,

P. S. Jayakumar

Managing Director & CEO

Mar 31, 2017

The Directors have pleasure in presenting the One Hundred and Ninth Annual Report of your Bank with the audited Balance Sheet, Profit & Loss Account and the Report on Business and operations for the year ended March 31, 2017 (FY 2017)

Financial Performance

The snapshot of our Bankâs financial performance is as below:

Rs. in crore

Particulars

31.03.16

31.03.17

Growth (%)

Deposits

5,74,037.87

6,01,675.17

4.81

of which- Domestic Deposits

3,94,843.97

4,40,092.15

11.46

International Deposits

1,79,193.90

1,61,583.02

(9.83)

Domestic Deposits

3,94,843.97

4,40,092.15

of which - Current Account Deposits

19,285.57

26,761.77

38.76

Savings Bank Deposits

1,13,253.07

1,46,831.82

29.65

CASA Deposits

1,32,538.64

1,73,593.59

30.98

Domestic CASA to Domestic Deposits (%)

33.57

39.44

Advances

3,83,770.18

3,83,259.22

(0.13)

of which- Domestic Advances

2,63,268.38

2,77,523.73

5.42

International Advances

1,20,501.80

1,05,735.49

(12.25)

Total Assets

6,71,376.48

6,94,875.42

3.50

Net Interest Income (Nil)

12,739.85

13,513.41

6.07

Other Income

4,998.86

6,758.06

35.19

of which-Fee Income

3,599.28

3,813.22

5.95

Trading Gains

1,178.86

2,618.01

122.05

Recovery from PWO

220.72

326.83

47.96

Nil Other Income

17,738.71

20,271.47

14.27

Operating Expenses

8,923.14

9,296.40

4.18

Operating Profit

8,815.58

10,975.07

24.49

Provisions

15,513.64

8,502.37

(45.19)

of which: Provisions for NPAs & Bad debts written off

13765.89

7679.79

(44.21)

Profit Before Tax

(6,698.06)

2,472.70

-

Provision for Tax

(1,302.53)

1,089.56

-

Net Profit

(5,395.54)

1,383.14

-

Appropriations/ Transfers

Statutory Reserve

0

345.78

Capital Reserve

0

353.65

Revenue and Other Reserves

I) General Reserve

(5,395.54)

0

II) Special Reserve u/s 36 (I) (viii) of the Income Tax Act 1961

0

350.92

III) Investment Reserve 0 0 Account

IV)Transfer from Excess Appropriation of previous year

7.79

0

Proposed Dividend

0

332.78

Key Performance Indicators

Average Cost of Funds

5.08

4.82

Average Yield (%)

7.09

6.85

Average Interest Earning Assets

6,21,234.89

6,15,834.65

Average Interest Bearing Liabilities

6,16,002.63

5,95,249.99

Net Interest Margin (%)

2.05

2.19

Cost-lncome Ratio (%)

50.30

45.86

Return on Average Assets (ROAA) (%)

(0.78)

0.20

Return on Equity (%)

(17.64)

4.53

Book Value per Share (Rs.)

132.74*

132.46*

EPS (Rs.)

(23.89)*

6.00

*Post split of face value of the share to Rs. 2/-

The financial year 2016-17 had been a mix of opportunities and challenges. With asset quality challenges in the banking industry continuing, credit growth has been at multi decade low of 5.08% during FY 2017 on account of weak corporate demand. Despite the challenges, Bank performed well during the year leveraging its retail franchise.

The net interest income (Nil) of the bank increased by 6.07% to Rs. 13,513.41 crore as of March 31, 2017 while other income increased by 35.19% to Rs. 6,758.06 crore backed by 122.05% rise in treasury income to Rs. 2,618.01 crore as well as 5.95% growth in core fee income to Rs. 3,813.22 crore. Operating expenses increased by 4.18% to Rs. 9,296.40 crore.

Our Bank posted an operating profit of Rs.10,975.07 crore during FY2017 registering a growth of 24.49%. The provision cost (other than taxes) declined significantly by 45.19% to Rs. 8,502.37 crore compared to Rs. 15,513.64 crore last year and Bank posted a profit before tax of Rs. 2,472.70 crore. After making provision for tax of Rs. 1,089.56 crore, net profit for the year ended March 31, 2017 was Rs. 1,383.14 crore.

For the year ended March 31, 2017, the return on average assets was 0.20% while return on equity was 4.53%. The earnings per share (FV Rs. 2/-) were Rs. 6.00.

Capital Adequacy Ratio (CAR)

Ratios in %

31.03.16

31.03.17

Capital Adequacy Ration-Basel III

13.17

12.24

CET-I

10.29

8.98

Tier-I

10.79

9.93

Tier-II

2.38

2.31

Capital Adequacy Ratio under Basel III was well above the regulatory requirements at 12.24% as of March 31, 2017. Tier 1 ratio was at 9.93% and common equity Tier 1 (CET-1) was at 8.98% under Basel III framework. Bank raised Rs.2,000 crore of debt capital by way of AT-1 bonds in two tranches of Rs.1,000 crore each in December 2016 and March 2017.

Board of Directors of the bank has recommended a dividend of Rs.1.20 per share for the financial year ended March 31, 2017. The total outgo in the form of dividend, including taxes, will be Rs.332.79 crore. The payment of dividend is subject to requisite approvals.

Compliance

An independent compliance function is a key component of the bankâs second line of defence. This function is responsible for, among other things, ensuring that the bank operates with integrity and in compliance with applicable, laws, regulations and internal policies. The Board of Directors of the Bank oversees the management of the Bankâs compliance risk.

Our Bank has put in place a Board approved compliance policy outlining the compliance philosophy of the Bank. Compliance function in the Bank is an integral part of governance along with internal control and compliance risk management process. It ensures observance of regulatory / statutory provisions contained in various legislations viz. Banking Regulation Act, Reserve Bank of India Act, Foreign Exchange Management Act, Securities and Exchange Board of India Act and Prevention of Money Laundering Act and also the regulations of the various regulators where the Bank is having its offices / branches in overseas centers. It also ensures standards and codes prescribed by BCSBI (Banking Codes and Standard Board of India, IBA (Indian Banks Association), FEDAI (Foreign Exchange Dealers Association of India), FIMMDA (Fixed Income Money Market and Derivatives Association of India).

Bank is in the process of putting up a web based compliance management system to further strengthen the compliance function in the Bank.

The compliance function advises senior management and the Board on the Bankâs compliance with these applicable laws, rules and standards as well as keeping them informed of developments in the area. It also helps educating employees about compliance issues by conducting periodic trainings and workshops for business staff as well as designated compliance officers. Knowledge management tools for this purpose have also been uploaded on the Bankâs site.

Compliance function has an important role in supporting corporate values, policies and processes that help ensure that the Bank acts responsibly and fulfils all applicable obligations.

KYC/AML Compliance

Our Bank has well defined KYC-AML-CFT Policy, which is the foundation on which the Bankâs âImplementation of KYC norms, AML standards, CFT measures and obligation of the Bank under Prevention of Money Laundering Act (PMLA) 2002â is based. Bank electronically generates Cash Transaction Reports (CTRs) for submission to Financial Intelligence Unit-lndia (FIU-IND). AML Solution for generating system-based alerts on the basis of transactions in the accounts of the customers is in place. A central transaction monitoring unit (CTMU) also monitors of the transactions/ alerts generated in AML Solution and escalation of STRs, if found suspicious, to the Principal Officer. System-based risk categorization of Bankâs customersâ accounts is done on half yearly basis. Bank files Counterfeit Currency Reports (CCRs) and Non Profit Organizations Transaction Reports (NTRs) to FIU-IND, New Delhi every month. It generates cross border wire transfer reports every month through electronic mode for submission to FIU-IND, New Delhi. CBS system has been modified suitably so as not to accept cash deposits of Rs.50,000/- and above in absence of PAN / Form No. 60/61.

For further strengthening KYC compliance, online verification of PAN from NSDL has been operationalised. Bank has implemented Aadhaar based e-KYC in collaboration with UIDAI. Real-time checking of names from UNSCR list is available in all the branches as a step towards CFT Online scanning of the customerâs name with the names of the individuals/ entities appearing in the sanctions list or any other blacklist issued by Govt. Authorities, while opening of accounts has been put in place which generates the AML Alerts on predefined criteria. The Bank is in the process of allotting Unique Customer Identification Code (UCIC) to all its existing customers as per the RBI guidelines.

Bank has also carried out an independent review of its KYC, AML, & CFT policy and practices for the domestic branches and six overseas territories (UK, UAE, South Africa, Mauritius, Hong Kong and Bahamas) through independent reputed consultancy firms and taken steps to stream line the processes where required.

Internal Audit - The Third Line of Defence

The third line of the defence consists of an independent and effective internal audit function. Among other things, it provides independent review and objective assurance on the quality and effectiveness of the Bankâs internal control system, the first and second lines of defence and the risk governance framework as well as strategic and business planning and decision-making processes. The internal auditors are not involved in developing, implementing or operating the risk management function or other first or second line of defence functions.

Our Bank carries internal audit function through a Central Internal Audit Division (CIAD). CIAD administers various streams of audits besides Risk Based Internal Audit (RBIA) of branches and offices. Audit Committee of the Board oversees overall internal audit function of the Bank. The committee guides in developing effective internal audit, concurrent audit, IS Audit and all other audit functions of the Bank. The committee monitors the functioning of the Audit Committee of Executives and internal audit department in the Bank.

CIAD operates through thirteen Zonal Internal Audit Divisions to carry out internal audit of branches/offices as per the periodicity decided by the Risk Based Internal Audit Policy. All branches of the Bank are covered under Risk Based Internal Audit. Out of 4,566 branches audited during 2016-17, 3,669 branches (80.35%) were in Low Risk, -851-branches (18.64%) were in Medium Risk and 46 branches (1.01%) were in High Risk category.

During the year, Bank engaged an independent firm as a knowledge partner for comprehensive review of the Audit function in line with the processes focusing on centralization of activities by use of technology, imaging solutions and digitization. The whole gamut of audit approach will undergo a change with extensive use of technology, analytics, sampling and advanced audit methodology. Internal audit processes thus are being revamped aided by technology.

For streamlining the concurrent audit function with the objective of improved oversight and consistency in approach, Bank has revamped this mechanism whereby a single firm is appointed to conduct concurrent audit of all branches in a Zone. A single audit firm would bring in the benefits of uniformity of approach and with more accountability. It will bring in benefits of unified view on control & compliances, observations of irregularities and patterns if any.

Customer Service

Our Bank is sensitive and responsive to the customer needs and believes that technology, products, processes and human resources must be leveraged for delivering superior banking experience to its customers.

During the year, an independent study on Customer Satisfaction and Brand Health across all products lines was commissioned by the Bank through an independent reputed agency. The survey covered all the geographies across products like savings bank, current account, wealth management products, home loans, auto loans, agri loan, traders loan, mortgages, MSME and mid-large corporates. The findings of the survey provided valuable insights on customer satisfaction levels, loyalty levels and experience levels across the product lines and geographies. Bank is taking necessary steps to further improve the customer satisfaction levels with an aspiration to be the âMost Admired Service Brandâ in the banking Industry.

At the Board level, the sub-committee of Board for customer service addresses the issues relating to the formulation of policies and assessment of their compliance with the aim of consistent improvement in the quality of customer service.

Our Bank has also set up a Standing Committee on Procedures and Performance Audit on Customer Services, comprising of two eminent public personalities as members along with all the Executive Directors and seven General Managers of Bank. This Committee oversees timely and effective compliance of the RBI instructions on Customer Service and also reviews the practices and procedures prevalent in Bank and takes necessary corrective steps on an ongoing basis. The suggestions emanating from the Branch Level Customer Service Committee meetings, which are held every month, are placed before the Standing Committee on Procedure and Performance Audit on Customer Services on quarterly basis. The feedback of the committee meetings is then put up to the Customer Service Committee of the Board of Directors.

For redressal of customer complaints, Our Bank has a policy in place on customer grievance redressal and the same is placed on the Bankâs website. Bank is also having a well structured Customer Grievance Redressal Mechanism, due to which the outstanding complaints have also come down significantly. The General Manager, Operations & Services, is designated as Principal Nodal Officer for customer complaints in our Bank. Moreover, all Zonal Heads and Regional Heads are designated as Nodal Officers for their respective Zones and Regions. Further, the names of all Nodal Officers along with their contact numbers are displayed in all the branches of our Bank.

Our Bank views each complaint seriously and undertakes root cause analysis of the complaints for suitable remedial measures including updation of the systems, procedures and sensitization of employees. Our Bank has a web based online complaint registration and redressal portal named as Standardized Public Grievance Redressal System (SPGRS) for lodgment of complaint by the customers online. SPGRS also has a facility to capture suggestions/ feedbacks.

Our Bank has appointed an Internal Ombudsman designated as Chief Customer Service Officer (CCSO). The Bankâs internal ombudsman is a forum made available to customers for grievance redressal before they approach the Banking Ombudsman. All complaints, which are rejected or partially accepted by the Bank, are examined by the Internal Ombudsman. It enhances the confidence of the customers in the Bankâs systems and hastens the process of grievance redressal, making it more transparent.

Our Bank is also a member of the Banking Codes and Standards Board of India (BCSBI) and has adopted the âCode of Commitment to the Customersâ and the âCode of Bankâs Commitment to MICRO and Small Enterprisesâ prescribed by the BCSBI. These have been placed on our Bankâs website and also made available to customers at the branches. BCSBI monitors the implementation of the codes inter-alia by visits to branches to find out the status of ground-level implementation of codes and studies complaints received from customers and orders / awards issued by Banking Ombudsmen / Appellate Authority to find out whether there is any system-wide deficiency. During the rating exercise in 2016, our Bank has been rated âabove averageâ in overall PSB category.

Vigilance

Our Bank gives importance to preventive vigilance to inculcate awareness on the compliance to internal systems and processes. In this connection, after root cause analysis of incidents of frauds, Bank has a system of conveying to the operating units about the deficiencies observed in observance of systems and procedures as a preventive vigilance measure. The employees are also sensitized about preventive vigilance through vigilance newsletter, circulars, meetings etc.

The concept of whistle blower is another effective tool for preventive vigilance. Our Bank has a well-defined whistle blower policy which acts as a deterrent for employees who may be prone to carrying out malicious activities. Bank has designed software which is used for lodgments of complaints online by the employees under whistle blower policy.

With the objective of bringing awareness among the staff about preventive vigilance and also to put forth consequences of flouting the rules and regulations which may lead to perpetration of frauds by unscrupulous elements, sensitive branches of the Bank are identified on the basis of risk perception and preventive vigilance audits are conducted.

To bring about greater transparency in procurement and tendering processes in the Bank, notice inviting tenders/ details of tenders awarded by the Bank and summary of tenders/ contracts concluded are put on the Bankâs website. Standardized Public Grievance Redress System (SPGRS) for uniform implementation in PSBs is also operational.

Vigilance in the Bank aims at ensuring proper justice and fair play in the organization, protecting the innocent; supporting quality decisions and striving to bring the real offenders to book thereby eliminating forces that thwart integrity and cause loss to the Bank.

Human Resources

Our Bank truly believes that our human resources is our biggest differentiator having a direct and significant impact on our Bankâs overall performance, both current and future. Our Bank has a rich reservoir of human resources comprising over 51,000 employees. As we march forward to realize the rising expectations of our stakeholders, it is imperative that our employees are motivated and fully engaged in the present dynamic and competitive environment. Bankâs HR team has been working hard to address the challenges from a human resources standpoint through a plethora of initiatives viz. recruitment and onboarding of talent in the wake of a large number seasoned bankers who are superannuating, focus on strengthening performance management through Project SparshPlus, addressing training needs, leadership development across the Bank, succession planning and higher levels of employee engagement aided by our first ever formally conducted employee engagement survey âVoice of Barodiansâ. Our Bank continues to take the lead in the conceptualization and execution of various HR transformation efforts, many of which have begun during FY 2017 and mark a first for Public Sector Banks in the country.

There were several positives that emerged from the âVoice of Barodiansâ Survey 2016 and also some areas that need to be strengthened further through a variety of action plans. These measures also include capability building initiatives to take on higher order challenges in the Bankâs transformation journey. Bankâs intent is to ensure that the employee experience across all levels is further enhanced so as to create a fun and happy place to work in. Towards this end, the Bank launched a series of initiatives for the employees, who are the main drivers for the Bankâs Business and the chief brand ambassadors for the Bank. These include:

Baroda Anubhuti Programme

This is an Employee Engagement programme for enhancing the employee experience at the workplace with initiatives such as Employee of the Month, Spot recognition - capturing âWoWâ moments, âZero Hourâ (Fun hour) at all our branches/ offices, local âcommunity service / social activityâ by employees, sports and wellness activities

WELEAD - A comprehensive Leadership Programme

Our Bank has introduced a comprehensive Leadership Development Initiative âWeLeadâ, based on behavioural competencies with the objective of building a robust and sustainable pipeline of leaders for the future. This is through the following 4 distinctive programmes:

- Baroda Senior Leadership Programme - for Officers in Scales VI & VII of mandatory courses required for each critical role. Our Bank has been continuously upgrading our capabilities in the area of Learning and Development and has adopted several innovative efforts for this.

Launch of âSparsh Plusâ

The Bank has also unveiled âSparsh Plusâ with the objective of revamping the performance and talent management systems in our Bank, aided by the best-in-class technology and digital tools. Our intent is to ensure that our people processes and systems provide our staff with role clarity and empower them to perform their role more effectively, help employees in their development and enable them to enhance their overall contribution.

Bridging the talent deficit and augmenting skillsets

While our Bank has been undertaking hiring on a sustained basis year on year, to cater to business requirements, various recruitment exercises were undertaken during the year to address the emerging manpower needs of our Bank such as recruitment of specialist officers and probationary officers among others.

Our Bank has also on-boarded specialists from the market having skill sets, knowledge and competencies for various critical positions in the Bank with the objective of augmenting our internal teamâs capabilities in various strategic areas for the future and for adopting the best practices in the Market/Industry.

Sayajirao Gaekwad Fellowship Programme

Our Bank has instituted the Sayajirao Gaekwad Fellowship Programme in March 2017 in support of Startup India and Standup India initiatives. The Fellowship Programme seeks to encourage young professionals with entrepreneurial ideas to gain a one year experience in the banking and financial services industry and obtain organizational support in development of their start up idea. In addition, the selected Fellows are supporting the execution of several strategic initiatives currently underway in the Bank.

Employee Helpline (HR-Helpline)

Our Bank has launched a central HR helpline for all the employees for resolving their queries/ issues on HR matters, support them in times of distress and help them tide over any emergency situation or any other hardship, which may impede their personal or professional life. There is a dedicated team at corporate office which monitors the Employee Helpline on real time basis and resolves the issues/grievances/queries promptly.

Career Progression

Concerted efforts have been taken by our Bank for fostering career progression of employees to reward them for their performance and also to motivate them further to progress in their careers by fulfilling both the organizational as well as personal aspirations. Our Bank not only provides opportunities for upward movement in the hierarchy but also ensures horizontal movement of Officers across different functions to provide them wider exposure and carve out a definite career path for them.

Thrust on Diversity

Our Bank follows non-discriminatory and equal opportunity policies for all employees. Every employee in the organization has equal access to the available opportunities - whether they concern career progression, perquisites and benefits, welfare schemes, training, grievance redressal or other amenities. Promotion, career path, deployment and transfer policies are made open and transparent and all employees in the Bank are made aware of the same for uniform implementation.

In order to create a more diverse workplace, our Bank has been progressively increasing its recruitment of women employees over the last few years. The percentage of women in the overall staff composition has increased to 22.70% in FY 2017 from 22.05% in FY2016.

In order to retain women employees at all levels and in recognition of the concomitant responsibilities of women, our Bank has put in place various facilities to support women employees such as sabbatical leave, health check program for women employees and other initiatives.

Implementation of Official Language (OL) Policy

During the year FY 2017, our Bank made outstanding progress in implementing the Official Language Policy of Government of India. Besides compliance of various statutory requirements under Official Language Policy of the Union Government and directives issued by Reserve Bank of India, our Bank promoted Hindi as a tool for business development and connecting with the customers.

Our Bank adopted a well-structured Annual Action Plan for Official Language in order to achieve various targets set by the Government of India under its Annual Action Plan 2016-17 and the assurances given to the Committee of Parliament on Official Language during its visits to various offices/branches of the Bank. Our Bank has made significant progress in achieving many of the major targets of the Annual Action Plan. Our Bank has fulfilled all the assurances given to the Committee of Parliament on Official Language within the stipulated time frame.

The Meetings of Central Official Language Implementation Committee were organized regularly on quarterly basis. Under the guidance received from the Committee, several new initiatives were taken during FY 2017. Bank took important initiatives of providing M-Clip Services in Hindi and Baroda M-Connect Plus services in Hindi and Gujarati. Mobile Pass book services are being extended to our customers in Hindi and six other Regional Languages. The Bank also provided Online complaint module i.e. SPGRS services in Hindi for convenience of the customers. All alternate delivery channels viz. Self passbook printing machines, cheque deposit machines, cash deposit machines, Multi function Kiosks, Account Opening Kiosks etc. were equipped with Hindi user interface for the convenience of customers. All ATMs of the Bank were enabled for printing of transaction slips and mini statements in Hindi and major regional languages for the convenience of customers selecting Hindi or the language concerned as the language of their choice for interaction with the machine. As a major IT enabled initiative, Bank launched transactional SMS services in Hindi and 11 other Regional Languages on the occasion of World Hindi Day 2017.

During the year, our Bank organized an All India Seminar on âDemonetization and Digital Indiaâ in New Delhi wherein representatives/speakers/participants from different Public Sector Banks took part. An Inter Bank Seminar was organized at Corporate Office, Mumbai on âImportance and Challenges of Language in Digital Eraâ, which was attended by the Heads/representatives of OL and IT Departments of various PSBs/FIs in Mumbai. This initiative earned accolades from the RBI and Government of India and Parliamentary Committee on Official language. Our Bank celebrated World Hindi Day in January, 2017 at its overseas territories which was attended by eminent personalities related to Hindi Literature and valued customers and officials of Indian Embassies.

Our Bank has instituted an award namely âMaharaja Sayajirao Bhasha Sammanâ in memory of its founder Maharaja Sir Sayaji Rao Gaekwad-lll. The award consists of a Citation/ Memento and cash award of Rs. 1.51 lakh. During the year, Bank honoured Shri Ashutosh Rana, the eminent Actor and poet with this award.

Bank has expanded the ambitious initiative of regional language training to its employees across various linguistic regions so that they learn the basics of the concerned regional languages which would help them in discharging their duties well while dealing with the local customers.

The Third Sub-Committee of the Committee of Parliament on Official Language visited Bankâs branches/offices at Mount Abu and Alwar during the year. The Committee appreciated the efforts put in by the Bank for progressive use of Hindi. All the assurances given to the Committee have been fulfilled within the prescribed time frame. Our Bank was awarded Second prize for â Aâand âBâ linguistic Regions and consolation prize for Region âCâ by Reserve Bank of India (RBI) under the RBI Rajbhasha Shield Competition. Besides, Bankâs bilingual house journal Bobmaitri also received Third Prize. Jaipur, Varanasi, Goa, Guwahati, and Jodhpur offices of our Bank received awards from Govt. of India through its Regional Implementation Offices for their outstanding work. Bank also received Second Prize from Maharashtra State Level Bankers Committee. Bank continued with its unique scheme âMedhavi Vidyarthi Samman Yojanaâ for popularising Hindi amongst the studentsâ community. Under this scheme, cash prizes and commendation certificates are given to the two of the students securing First and Second positions in M.A. (Hindi) examinations. This scheme, at present, is applicable in 64 universities of the country.

In compliance to the directives of Government of India as per Annual Action Plan, Bank carried out Official Language inspection of overseas branches at Fiji, Australia and New Zealand to promote and propagate Hindi amongst local staff members and conducted Hindi Workshop for them. Our Bank published books in Hindi during the year viz.âGrameen Vipananevam Banking Vyavasayâ by Corporate Office, âBanking Paridrishyaâ by Jaipur, âBanking ke Vividh Aayamâ by Baroda, âBanking - NayaDaur, NayaPariveshâ by Pune and âMaangjama Rashiyan - Banking ka Aadharâ by New Delhi offices for providing qualitative/informative reading material in Hindi language.

Domestic Subsidiaries and Joint Ventures

The performance of the Bankâs Domestic Subsidiaries and Associates was satisfactory during FY 2017.

BOB CARDS Limited is a wholly owned subsidiary of the Bank and is into the business of issuance of Credit Cards and Merchant Acquiring. Gradually, widening its scope of work based on the skill-sets and expertise acquired in the payment card industry over a period of time, Bobcards Ltd. undertook ancillary activity of providing support services to our Bankâs debit card operations.

Envisaging huge growth opportunities for cards and digital payments in India, the Company is gearing up to be a consumer credit and payment leader in the evolving market landscape by introducing new business lines under the NBFC domain besides revamping the existing businesses. Bobcards Ltd. aims to be a consumer finance company for Credit Card (CC) and Personal Loans (PL) business. In addition, it will provide product and servicing capabilities for POS business and sourcing of Retail/SME products for the Bank.

FY 2017 witnessed various initiatives undertaken by the company for its overall growth. In the wake of demonetization, in order to promote cashless transactions, Bank launched a nationwide campaign for enrollment of new POS merchants during November and December 16 whereby more than 60,000 new POS installations were carried out and POS base increased to over 85,000. Post-demonetization, the POS transaction volumes scaled up to Rs.30 crore per day as against earlier volume of â8 crore. The number of transactions also increased from 25,000 per day to 2 lakh transactions per day. The monthly transaction volume increased from Rs.244 crore to Rs.700 crore. Bobcards has successfully expanded its POS Product Suite by adding m-POS (Mobile POS Terminals) and QR based acquiring (m-VISA& Bharat QR Code). The company continued to focus on issuance of quality cards, resultant to which transaction volumes through Credit Card Business increased significantly. The process of tapping the potential in the travel segment has been initiated to bring more such agents to our fold. Total 24,770 new cards have been issued till February 2017 despite the shift in thrust for POS installation after de-monetization. As a mass marketing initiative, Bobcards has tie-up with XLRI, Jamshedpur for issuance of Co-branded cards to its alumni.

Providing prompt and courteous service to customers continued to be the major strength of the Company, which not only enabled it to emerge as a customer friendly organization but also helped in retaining quality customers. Quick grievance redressal approach resulted in high level of customer satisfaction and response.

BOB Capital Markets Limited is a wholly owned subsidiary established by Bank in 1996. Main businesses of BOBCAPS are Investment Banking (Debt Restructuring, Project Finance, M&A, Debt Capital Markets and Equity Capital Markets), Institutional & Retail Equity Broking and Distribution of Financial Products. The Company also has a license for Portfolio Management Services (PMS).During FY 2017, the Company has embarked on a significant scale up in its key businesses. The company has successfully strengthened its teams in businesses such as Investment Banking, Broking and Wealth Management / Distribution- to be able to leverage strengths of our Bank and establish BOBCAPS as one of the leading and most respected player in its businesses.

The Nainital Bank Limited was promoted by Late Bharat Ratna Pandit Govind Ballabh Pant and others became an Associate Bank of Bank of Baroda in the year 1973. Shareholding of our Bank in Nainital Bank Ltd. is 98.57%. The Total Business of Bank which was Rs.8,049.22 crore as of Martch 31, 2016 has increased to Rs.10,132.66 crore as of March 31, 2017, showing growth of 25.88%. Bank has opened 11 new branches &established -5-Loan processing units by the name Naini Loan Points (NLPs). Bank also installed 13 white label ATMs with collaboration with TCPSL. Bank issued 22,688 debit cards to its customers during FY 2017.

Baroda Pioneer Asset Management Company Limited, a Joint Venture with Pioneer Global Asset Management SpA, is in its eighth year of operation. In light of a good year for the Mutual Fund Industry, Baroda Pioneer Asset management Company has also been able to increase its AUM. The average AUM of the company for FY 2017 was Rs.10,535 crore. Further, the company has improved its asset mix, with share of liquid reducing and that of fixed income going up. This helped the company to maintain its budgeted margins during the year. The company continued to focus on developing the banking and IFA channels for distribution. This helped in getting the flows in the fixed income and equity segments. The companyâs SIP book is also growing steadily and has seen inflows from beyond the top 15 towns of the country. Gathering assets in equity funds and building the momentum in fixed income segment continues to be the top agenda for the company. The company continues to explore enhanced technological solutions to continuously improve its service delivery.

India First Life Insurance Company Ltd a joint venture company with Andhra Bank and Legal & General group, commenced its business operations on November 16, 2009 and has received an overwhelming response for its products across the country. India First is amongst the fastest Life Insurance Company to break even in the 5th year of operation and its industry ranking is 8th among the private players with market share of 4.5% and AUM (Asset under Management) at Rs. 9,061 crore as of March 31, 2017.

India Infradebt Limited (Infradebt) It is the first Infrastructure Debt Fund (IDF) under a non-banking finance company structure set up and was promoted by ICICI Bank Limited, Bank of Baroda, Citicorp Finance (India) Limited and Life Insurance Corporation of India in which Bank is holding 30% stake. The Companyâs principal activity is to re-finance part of the debt liabilities of the Infrastructure Projects which have completed one year of commercial operations. The Company has made aggregate disbursements of Rs. 4,712 crore to 22 road projects under PPP format awarded by NHAI, 18 renewable energy projects and two other Infrastructure projects (Hospitals) as of March 31, 2017. As of March 31, 2017, India Infradebt Ltd. has raised a total of Rs. 4,205 crore of funds through Non-Convertible Debentures.

Baroda Global Shared Services Ltd. It is a newly formed wholly owned subsidiary of our Bank. The subsidiary is formed with the objective of migrating some of the back-office processes to handle through a centralized set up. The Company is yet to be operationalised.

A brief synopsis of domestic subsidiaries, associates and Joint Ventures is as below:

(Rs. in lakh)

Entity (with date of registration)

OwnedFunds

TotalAssets

NetProfit

Offices

Staff

BOB Capital Markets Ltd. (11.03.1996)

16,317

16,554

560

1

57

BOBCARDS Ltd. (29.09.1994)

23,647

35,651

2,644

38

135

Baroda Pioneer Asset Management Co. Ltd. (05.11.1992)

4,864

6,150

107

3

75

Baroda Pioneer Trustee Co Pvt Ltd. (23.12.2011)

8

11

1

1

0

IndiaFirst Life Insurance Co. Ltd. (05.11.2009)

55,061

1,11,248

3,517

24

1,294

The Nainital Bank Ltd. (31.07.1992)

56,969

7,699

4,846

353

922

India Infradebt Ltd. (31.10.2012)

42,006

4,93,942

4,810

1

17

BOB Shared Services Ltd. (15.03.2017) Operations yet to be started

12

1

-

Awards and Accolades

During FY 2017, our Bank has won following awards and accolades on both business and financial parameters.

Date

Awards

15.02.2017

Bank was awarded 2nd prize by Maharashtra State Level Bankers Committee in the area of Official Language Implementation during 2015-16 under Rajbhasha Shield Yojana under Public sector Category held in Pune.

14.02.2017

Bank was awarded for âExcellence in Banking, (PSU Sector)â and âExcellence in Education Loanâ at 7th My FM Stars of the Industry awards for Excellence in Banking, Insurance and Financial Services held in Mumbai on 14th February, 2017.

08.02.2017

Bank was awarded Amity Corporate Excellence Award for being the First Bank to Launch Digital Portal Branch by Amity University, Noida & Greater Noida Campus. The Award received during 17th International Business Horizon Inbush Era World Summit 2017 on 8th to 10th February 2017 held at Noida.

16.12.2016

Bank was awarded in three categories: Skoch Award Platinum- Banking Category; Skoch Award Platinum for Cash on Mobile and Skoch Award Platinum for Digital Portable Branch by Skoch Group. The Award received during Skoch Technologies for Growth Award 2016 held at New Delhi on 16th December, 2016.

26.10.2016

Bank won -4- Awards at the 56th Association of Business Communicators of India (ABCI) Awards as under:

1. Bankâs Wall Calendar 2016 - Bronze

2. Bilingual Publications - Bronze

3. Special Column (English) - Bronze

4. Features (Language) -Akshayyam - Silver

23.09.2016

Bank received The Best Official Language Implementationâ award and special award for Bankâs Hindi Magazine âAkshayyamâ for the year 2016 by reputed Literary Organization âAashirwadâ at Mumbai.

31st Aug to 6th Sept. 2016

Bank ranked 21st amongst Best Indian Brands 2016 in Brand Equity - The Economic Times dated 3151 August to 6th September, 2016.

01.09.2016

Bank was awarded runner-up-award - âPublic Sector Bankâ category for the year 2013-14 at âFE Indiaâs Best Bankâ by The Financial Express (FE) a function held in Mumbai on 01.09.2016

Bank has established Investorsâ Services Department, headed by the Company Secretary at Corporate Office, Mumbai wherein Shareholders can mail their requests / complaints for resolution at the address given below. They can also lodge their complaints online through SPGSR.

Dividend Distribution Policy

As required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), 2015, our Bank has a dividend distribution policy in place which sets out the parameters and circumstances that will be taken into account by Board in determining distribution of dividend to its shareholders. The policy is given in this Annual Report and is also available on the Bankâs website at www.bankofbaroda. com/download/Dividend.pdf

Board of Directors (Appointment /Cessation of Directors during the year)

Appointments

Prof. Biju Varkkey was nominated as a Part Time Non-Official Director w.e.f. 25.04.16 by the Central Government u/s 9(3)(h) and (3-A) of section 9 of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, for a period of 3 years or until further orders, whichever is earlier.

Shri Gopal Krishan Agarwal was nominated as Parttime Non-Official Director w.e.f. 26.07.16 by the Central Government u/s 9(3)(g) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, under Chartered Accountant category for a period of three years or until further orders, whichever is earlier.

Shri Ashok Kumar Garg was appointed as Executive Director by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f. 9th August, 2016 for a period upto 30.06.2018 i.e. the date of his superannuation or until further orders, whichever is earlier.

Smt. Papia Sengupta was appointed as Executive Director by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f. 1st January, 2017 for a period upto 30.09.2019 i.e. the date of her attaining the age of superannuation or until further orders, whichever is earlier.

Shri Ajay Kumar was nominated as Director by the Central Government u/s 9(3)(c) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f. 13th January, 2017 to hold the post until further orders.

Cessations

Shri Bhuwanchandra B Joshi. Executive Director, ceased to be Executive Director w.e.f. 1st January, 2017 on his attaining the age of superannuation from the Bankâs service.

Smt. Surekha Marandi, Director, ceased to be a Director w.e.f. 13th January, 2017 on the appointment of Shri Ajay Kumar in her place.

Board Evaluation

Bank engaged the services of a reputed external specialist firm to conduct an independent Board evaluation and review of overall effectiveness of the Board. The firms global methodology for conducting board reviews was followed for this purpose. This entailed effectiveness assessment of the following areas of the Board - a) Board strategy and alignment, b) Management of the Board by the Chairperson, c) Functioning of the Board committees, d) Relationship between the Board and the management team, e) Quality of the Board processes, f) Board composition and g) Quality of discussions/decisions taken by the Board in key areas like risk management, talent etc. In addition, at an individual level, members of the Board were assessed in areas like a) Overall engagement and alignment, b) Quality of their contribution, c) Openness in listening and receiving feedback, d) Ability to challenge and take/oppose tough decisions etc.

For conducting the assessment a combination of three methods was followed. This included in depth structured one on one interviews with all members of the Board. In addition, key personnel of the Bank such as the CFO and Company Secretary were also interviewed. The review team attended Board meetings and committee meetings to observe and study the Board dynamics in a live environment. The minutes of the previous Board and committees meetings and the Board materials used to present policies and support decisions were analyzed.

The results of the review were shared with the Chairman and the Board members in a daylong session. As part of this session a workshop was conducted in September 2016 to determine and align on key next steps and actions that the Board and management agreed to undertake following from the Board review. A follow on session was conducted in April 2017 to assess the effectiveness of the actions. It was unanimously concluded that significant progress had been made in a short span of time.

Auditorsâ Compliance Certificate on Corporate Governance:

The Auditors Compliance Certificate regarding the compliance of the conditions of Corporate Governance for the year 2015-16 is annexed with this report pursuant to âPart âEâ of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Business Responsibility Report

Business Responsibility Report as required by SEBI has been hosted on the website of the Bank (www.bankofbaroda. co.in). Any member interested in obtaining a physical copy of the same may write to the Company Secretary of the Bank.

Directorsâ Responsibility Statement

The Directors confirm that in the preparation of the annual accounts for the Financial Year ended March 31, 2017:

a) the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b) the accounting policies framed in accordance with the guideline of Reserve Bank of India were followed and the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit and loss of the Bank for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of applicable laws to the Bank for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had ensured that internal financial controls followed by the Bank are in accordance with guidelines issued by Reserve Bank of India in this regard and that such internal financial controls are adequate and were operating effectively.

Explanation. For the purposes of this clause, the term âinternal financial controlsâ means the policies and procedures adopted by the Bank for ensuring the orderly and efficient conduct of its business, including adherence to Bankâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Directors place on record their appreciation for the contributions made by the outgoing Directors viz. Shri Bhuwanchandra B Joshi and Smt. Surekha Marandi.

The Directors express their sincere thanks to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, other regulatory authorities and overseas regulators for their continued co-operation, guidance and support.

Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage and support.

The Directors acknowledge with deep appreciation of the cooperation extended by all shareholders, banks and financial institutions, rating agencies, stock exchanges and all the well wishers in India and abroad.

The Directors also take this opportunity to place on record deep appreciation for the hard work and dedication of the employees of our Bank which enabled our Bank to record growth with quality year after year despite economic challenges and consolidate its position as one of the premier banks in the country.

For and on behalf of the Board of Directors,

R S. Jayakumar

Managing Director & CEO

Mar 31, 2014

The Directors have pleasure in presenting the One Hundred and Sixth
Annual Report of your Bank with the audited Balance Sheet, Profit &
Loss Account and the Report on Business and operations for the year
ended March 31,2014 (FY14).

Performance Highlights

- Total Business (Deposit Advances) increased to Rs 9,65,900 crore
reflecting a growth of 20.43% (y-o-y).

- Net Interest Margin (NIM) as per cent of interest earning assets in
global operations was at the level of 2.36% and in domestic operations
at 2.87% during FY14.

- Net NPAs to Net Advances stood at 1.52% this year against 1.28% last
year.

- Capital Adequacy Ratio (CAR) as per Basel II stood at 12.87%.

- Capital Adequacy Ratio (CAR) as per Basel III stood at 12.28%

- Net Worth improved to Rs 34,933 crore registering a rise of 13.7%.

- BookValue improved from Rs729.11 to Rs 813.50 on year.

- Business per Employee moved up from Rs 1,689 lakh to Rs 1,865 lakh on
year.

Segment-Wise Performance

The Segment Results for the year FY14 reveal that the contribution of
Treasury Operations was Rs 1,527.24 crore, that of Corporate/Wholesale
Banking was minus Rs 461.11 crore, that of Retail Banking was Rs
3,359.84 crore, and of Other Banking Operations was Rs 2,458.02 crore.
Your Bank earned a Profit after Tax (PAT) of Rs 4,541.08 crore after
deducting Rs 1,386.68 crore of unallocated expenditure and Rs 956.23
crore towards provision for tax.

Dividend

Your Bank''s Directors have proposed a final dividend of Rs 10.50 per
share. The final dividend together with interim dividend of Rs 11 per
share paid in January 2014 results in total dividend of Rs 21.5 per
share (on the face value of Rs 10/-per share) for the year ended March
31st, 2014. The total outgo in the form of dividend, including taxes,
will be Rs 1,083.68 crore.

Capital Adequacy Ratio (CAR)

Your Bank''s Capital Adequacy Ratio (CAR) was comfortable at 12.87%
under Basel II and at 12.28% under Basel III as on 31st March 2014.
Moreover, your Bank''s Tier 1 ratio was at 9.28% and common equity Tier
1 was at 8.95% under Basel III framework.

Looking to the importance of Training and Development in the context of
large scale recruitment in the Bank combined with the need for grooming
of the existing work force in the context of the growing competition,
your Bank created a new cell for "Learning" and a new functional
position as Chief Learning Officer (CLO) in the Bank during FY14. The
CLO is of the level of a General Manager and supports the organization
through learning interventions.

- Fostering a learning environment across the organization through
innovative interventions.

- Helping customers to understand and use your Bank''s products and
services through customer education.

- Aligning training with operational priorities by designing suitable
courses through collaboration with other functional heads.

- Steering the Baroda Academy towards the objectives for which it was
set up.

Your Bank has 15 training establishments spread all over the country
including its apex Staff College at Ahmedabad. The Staff College has
successfully completed its glorious journey of 49 years and stepped
into the Golden Jubilee year on 21st November, 2013. Golden Jubilee
year was launched by your Bank''s Chairman & Managing Director on the
same day. A series of learning events took place throughout the year to
commemorate the Golden Jubilee year. During the year, a new Training
Centre was commissioned at Bangalore.

Faculty members of the Bank have authored good number of research
papers that were presented in national and international conferences
and subsequently published as well.

The training system in your Bank extensively uses case study
methodology and has built up a pool of case studies developed by
faculty members to make training highly experiential and
simulation-based.

A good number of innovative steps have been taken by the Bank in the
domain of training over the years. The training system of your Bank
bagged a National Award for Innovative Training Practices in various
industries by securing third position, awarded by the Indian Society
for Training & Development (ISTD) during the year FY14.

Large Scale Training on Products

Your Bank carried out a campaign called "ASCEND" for large scale
product training to impart product knowledge to the front line officers
on Retail Liability, Retail Asset and e-Business products. The campaign
was run entirely by the trainers and operational bankers, and it
covered 5,987 employees amounting to about 95% of the target group.

Similarly two rounds of All India quiz christened "Baroda Gyani" were
organized to bring more awareness on product knowledge. More than 4,000
employees from sub-staff to officers participated in this competition
upgrading their product knowledge. E-learning modules on retail
products were also launched for this purpose.

Your Bank is committed to the constitutional safeguards and social
objectives for development and welfare of persons belonging to SCs, STs
and other backward classes in the Society. Around 49 programmes
covering 1,221 SC and 573 ST employees were conducted during FY14 to
prepare them for promotion exercise. Similarly, 9,602 SC employees,
3,795 ST employees and 10,292 OBC employees were imparted training
during FY14 in various key banking areas.

Training to Customers: "Customer Connect" Campaign

As part of customer education, the training system ran a campaign
during Feb-Mar 2014 to impart training to customers for using net
banking and mobile banking services. More than 15,342 customers were
trained at various centres and the initiative will continue throughout
the calendar year.

Capability Building Initiatives

To build knowledge power of its employees, your Bank has been focusing
on comprehensive grooming of the staff in key banking areas like
credit, forex, Priority Sector, Retail Banking, CBS, Financial
Inclusion, Risk Management etc. Besides, your Bank conducts
comprehensive training programme called "On-Boarding Programme" for
newly recruited officers and clerks using in-house resources and
through a tie-up with reputed external agencies. The Bank conducted
more than 2,337 in-house training programs during the year FY14
covering 49,044 participants in addition to the external training of
officers and executives at various business schools in India and
abroad. Your Bank is at an advanced stage to take the next big step in
the area of e-learning to augment its capabilities to reach out to
every single employee.

External Training

During FY14, around 988 staff members were nominated to various
external training programmes. Your Bank considers External Training an
integral part of capacity building, wherein employees at all levels are
exposed to such programmes to learn and adopt the best practices
existing in the industry.

Some of the noteworthy and dedicated programmes organised during the
year FY14 were:

- Top Management Programme for General Managers and Deputy General
Managers of your Bank at ISB, Hyderabad from 13th to 18th May 2013.

- Top Management Programme for two batches of newly promoted Assistant
General Managers and Chief Managers at International Management
Institute (IMI), New Delhi from 13th to 17th May 2013 and from 20* to
24th May 2013.

- A Leadership Development Programme for newly promoted Assistant
General Managers of the Bank from 7th to 12th October 2013 at Centre
for Organization Development, Hyderabad.

- Integrated Treasury Bourse Programme in association with Trinity
Academy, Mumbai from 26th August to 5th September 2013 for treasury
officers.

- Talent management training on ''Communication and Influence'' and
''People Development and Team Focus'' for the identified officers during
Oct-Dec2013.

- Executive Development Programme on Rational Emotive Behavior Therapy
(REBT) from 5th to 7th December 2013 at University of Mumbai.

- A dedicated Programme for Agriculture Officers of your Bank from 2nd
to 7th December 2013 at Manipal Academy of Banking, Bangalore.

- Nearly 3,000 new clerks were on-boarded in tie-up with NIIT-I FBI
thus covering all the new clerks who joined the Bank post June, 2013.
More than 800 existing clerks were trained under a refreshers'' course
"UTKARSH" by I FBI.

- A programme on "Positive Approach to Vigilance Administration for
Disciplinary Authorities" on 18th & 19th October 2013 at New Delhi.

- A Faculty Development Programme was conducted from 16th to 21st
December2013 by M/s Fourth Quadrant Training Pvt. Ltd.

Business Process Re-engineering (Project Navnirmaan)

Ever since your Bank changed its brand identity, there has been a
tremendous growth in its brand recall value, which in turn gave rise to
enhanced expectations from all stakeholders. The expectations were
further strengthened by your Bank''s tag line as India''s International
Bank and its mission to be a ''National Bank of International
Standards''. However, your Bank has responded well to these
expectations by restructuring its products and processes in an optimum
fashion.

Actually, the process of change began with the setting up of Retail
Loan Factories in 2007. Subsequently, your Bank commissioned a
comprehensive change programme in June 2009 that sought to rebuild the
Bank for the future underthe name Project Navnirmaan.

This project touched all aspects of your Bank''s processes, structures
and systems with an objective to simplify processes, improve branch
productivity and provide best- in-class service to its customers.

The change programme has been successful and this initiative has been
one of the major factors to help your Bank bag a number of awards and
accolades establishing itself truly as India''s International Bank.

The major achievements under the project Navnirmaan during FY14 are
enumerated as under.

- Baroda-Next Branch: Around 1,433 metro and urban branches have been
rolled out as Baroda Next branches in your Bank until end of FY14.

- City Back Office (CBO): Clearing operations were centralized for all
branches (linked to CBO). At present, there are 85 CBOs operational
throughout the country.

- Regional Back Office (RBO): Two RBOs at Bareilly and Ahmedabad were
added during the year taking the total strength to 12. Altogether 3,653
branches are linked for CASA opening and 4,263 branches linked for PCB
(Personalized Cheque Book) issuance.

- Credit centralization Pilot (RLF/SMELF): The Retail and SME credit
centralization pilot of your Bank initiated in FY14 is under progress
at the Loan Factories in Baroda.

- Sustainability of NAVNIRMAAN initiatives/impact:

Process Compliance Audit (PCA) - A certification procedure for Baroda
Next branches was introduced through which process compliance/adherence
by branches are being evaluated by your Bank''s inspecting officers.
Till date, 907 branches have been covered under the PCA.

- Train the Trainers Programme: A two days'' programme was held at Staff
College Ahmadabad from 29th to 30* June, 2013-in connection with
holding workshops at all zones for branch heads, sales heads,
relationship managers, customers service and branch hosts of Baroda
Next branches.

- Change Leader-cum-RBDM Conclave: A two days'' conclave was held at
Staff College, Ahmadabad during 12-13 August, 2013.

- Contact Centre: Your bank has two Contact Centres at Lucknow and
Vadodara. In addition to the existing basket of service, Mobile Banking
assistance service has been added during the year. The service timing
has been increased to 6am to 10pm (from earlier 8am to 8pm) for better
customer convenience.

- Innovation Committee: With a view to encourage a culture of
innovation across the organization, your Bank set up an Innovation
Committee in March 2014 with the following objectives - developing new
products and services, innovation in internal processes that add value
to customers and the Bank, innovation in service delivery that delights
the customers.

Marketing

During FY14, your Bank continued to promote its brand and various
products and services through various marketing initiatives. This
involved effective utilization of different media vehicles such as
Print, Electronic (TV, Radio, Online etc.) and OOH, apart from
supporting the "Below-the-Line" (BTL) activities undertaken by the
Zones and Regions.

The highlights of various marketing / communication activities
undertaken during FY14 are given below:

Your Bank, encouraged from the success of its initiative of FY13i.e.
BRAND Engagement Program, launched the next edition of ''Bank of Baroda
Canvas Competition'' during January 2014 to continue and harness the
potential of long- term relationship formed with the younger audience
as well as their influencers i.e. parents and teachers. This year again
the momentum was to build long-term relationship with both existing and
new educational institutions and as such, students across the country
were invited to submit their entries through their respective schools
on a pre- determined topic and winning entries were selected on
National/Regional levels by a select panel of judges. The
brand-association formed with the target audience through involvement
of the Bank''s mascot i.e. ''Stickman" increased significantly this year
and participants were invited to name the stickman. A judicious mix of
on-ground activities at the Zonal and Regional levels were used in the
campaign to maximize the number of entries in the said competition.

In addition to the above initiative, your Bank undertook various
Product Promotion Campaigns to promote its products and services
amongst target audience through advertising across different
geographies. Besides focusing on providing information on various
products and services, particularly Saving Deposits, Current Deposits,
Home Loans, Car Loans and SME Loans, new product-lines like Consumer
Durable loans and Alternate Delivery Channels (ADCs) were aggressively
promoted. Furthermore, special customer segments were also targeted
viz; Special Campaigns for Doctors and NRIs etc. through judicious use
of various media vehicles on Pan India basis. Information relating to
expansion of branch network, both domestic and overseas, was also given
due publicity largely through print medium which helped enhancing your
Bank''s brand image and visibility.

During FY14, as part of its public relations task, your Bank had wide
media coverage of its activities across the country, which helped in
enhancing your Bank''s brand image.

Awards and Industry Recognition for Bank of Baroda

Your Bank won several awards and recognitions during FY14 from the
reputed media houses and other prestigious organizations on various
business and financial parameters for its steady and all round
performance, superior management thereby contributing to the growth of
the economy.

Given below are some select awards won by your Bank during the year
FY14:

- Your Bank''s Chairman & Managing Director Shri S S Mundra, ranked 41st
in the list of Top 100 India Inc''s Most Powerful CEOs as per CD-ET
(Corporate Dossier- Economic Times) Inc''s Survey 2013, published in
Economic Times issue dated 12.07.2013. He was also ranked 3rd amongst
CEOs of Public Sector Banks as per the survey.

- Your Bank ranked 20th amongst ''Best Indian Brands'' - Brand Equity
Economic Times Survey. This was published in Economic Times issue dated
31st July 2013.

- Your Bank won a Special Award for Best IT Team among Public Sector
Banks at IDRBT Banking Technology Excellence Awards 2012-13.

- Your Bank was recognized as the Best Public Sector Bank under the
category ''Global Business Development'' by Dun & Bradstreet - Polaris
Financial Technology Banking Awards 2013.

- First Prize for the Year 2011-12 was given for your Bank''s exemplary
performance in Official Language Implementation.

- In the ASSOCHAM 9th Annual Banking Summit-cum- Social Banking
Excellence Awards 2013, 16.09.2013, New Delhi, your Bank was the Winner
in Public Sector Banks Category in recognition of its distinguished and
commendable work done in the field of ''Social Banking''.

- Your Bank improved its ranking from 66th to 52nd in The Asian Banker
- Region''s Largest Bank category, in September 2013 special issue 122
of The Asian Banker.

- Your Bank won the following awards during the 53rd Annual Awards Nite
of the Association of Business Communications of India (ABCI),
18.10.2013, Hotel Taj, Colaba, Mumbai.

- Your Bank was ranked No.50 in BT500 India''s Most Valuable Companies
published in Business Today November 10 2013 issue.

- Your Bank was rated as the 3rd Fastest Growing Large Bank and 4th
''Best Bank- in Large Bank Category'' in a Survey of India''s Best Banks
by - BW-PwC Survey. This Survey was published in Business World issue
dated 30th December 2013.

- Your Bank was ranked 22nd in Brand Equity Top Service Brands
published in Brand Equity Issue dated 18.12.2013, retaining its brand
ranking position as that of last year.

- Your Bank was ranked 28th in Fortune India 500 lists published in
Fortune India Magazine Special issue December 2013.

- Your Bank received the MSME Banking Excellence Award -2013 as the
Best Bank in MSME by Chamber of Indian Micro Small and Medium
Enterprises on 09.01.2014 at New Delhi.

- Your Bank was awarded for "Excellence in Banking (PSU)" by My FM
Stars of the Industry award on 14.02.2014 in Mumbai.

- Your Bank was awarded for "Excellence in Home Loan Banking" by My FM
Stars of the Industry award on 14.02.2014 in Mumbai.

- Your Bank received the ''Global Excellence & Leadership Award'' in the
category of ''50 most talented CSR Professionals of India'' by World CSR
Congress in Mumbai on 18/02/2014.

- Your Bank was ranked 53rd on Net Revenue and 45th on Market
Capitalization in FE 500 list published in Financial Express Magazine
February 2014 issue.

- Your Bank was ranked No.1 in the Public Sector Bank Category in FE-EY
Best Banks Survey 2012-13 published in The Financial Express Magazine
March 2014 issue.

- Your Bank''s Eastern UP Zone, Lucknow was awarded the 1st Prize by
Government Of India for Implementation of Official Language (Hindi) in
Banks for the year 2012- 13 by Official Language Dept, Ministry of Home
Affairs, Government of India at a function held in Chandigarh.

Premises Re-Engineering and Ambience Enhancement

The major achievements of your Bank in the area of "Premises
re-engineering and ambience enhancement" during the year FY14 are as
given below.

- Construction of office building cum currency chest at Varanasi was
completed. This building is equipped with ultra modern gadgets and
systems with energy efficient equipments and rain water harvesting
system. The eco-friendly materials were used in its construction.
Your Bank''s presence by this building in Varanasi is admired by one and
all. Now, it has become one of the landmark buildings of the city.

- As per the directives from Ministry of Finance, your Bank linked its
corporate office with all zonal and regional offices through
State-of-the Art Video Conferencing (VC) systems based on MPLS
Connectivity. Interaction of functional heads through VC has made the
decision making process more efficient, quick and cost effective.

- During FY14, your Bank adopted all technology centric initiatives in
the form of e-tendering, e-procurement etc. and this was implemented
in a phased manner.

- You Bank ensured that all payments to vendors are made through
RTGS/NEFT.

- Looking to the ever increasing rentals, area optimisation of every
corner of the available premises is being ensured by your Bank. Layouts
are being revisited while renovation and furnishing of branches and
offices is being done by introducing eco-friendly and ergonomically
designed sleek furniture items. The area norms for acquisition of the
premises have also been reviewed and implemented.

- To have uniformity in systems and procedures pan- India, Premises
Policy Guidelines, Constructions Manual, Refurbishment Manual were
designed and formulated. Agencies have been identified for quick
procurement of the furniture items and to have similar and identical
design to get aesthetically pleasant look and vibrant indoor
environment.

Projects implemented during FY14

- The construction of office building cum currency chest at Varanasi.

- Construction of residential complex at Janakpuri, New Delhi.

- The construction of multi-storey integrated office building at
Jaipur.

- The redevelopment of Jogeshwari Staff Quarters, Mumbai, to construct
a building for residential and commercial use.

- To construct the training centre at Bangalore.

- Construction of BSVS at various centres across India as per the
directives from the Government of India.

- To set up the Baroda Academy (i.e., training Centre) at Gandhinagar
(Ahmedabad), Bangalore, Greater Noida and Bhubhneshwar.

Brick & Mortar Branch Expansion

Given below is the information on your Bank''s brick and mortar
distribution channels as on 31 st March, 2014, which is observed to be
closer to common customers as compared to the E-Banking channels that
are generally preferred by the tech savvy urban masses.

Area Classification Number of % Share in
(India) Branches Total

Metro 980 20.11

Urban 849 17.42

Semi-urban 1273 26.11

Rural 1772 36.36

Total 4874 100.00

Overseas 60 --

Domestic Subsidiaries and Associates

The performance of your Bank''s Subsidiaries, Joint Ventures and
Associates was quite satisfactory during FY14.

BOBCARDS Ltd. turned around during FY11 due to the recovery in NPA
accounts. Subsequently, it posted profits during FY12 and FY13. During
FY14, the company focused on all qualitative aspects of business
development, which resulted in better profitability, quality card base
and ME base. The Company introduced a range of Titanium Cards,
Signature Cards, Assure Cards, Corporate Platinum Cards and Bobcards
Elite with premium features like added privileges and offers. Special
schemes for corporate and HNI customers were also launched during the
year. The Company has drawn up aggressive plans for the enlargement of
Card and Merchant Base for the coming year.

BOB Capital Markets Ltd. was professionally strengthened during the
year by deputing a team of Project Finance Department and embarked upon
undertaking techno- economic viability (TEV) studies, debt
restructuring and corporate finance services on a large scale for
various customers. Throughout the year, the focus remained on
investment advisory services, debt and equity syndication and capital
market activities. The Company commenced institutional broking business
and also launched an Online Institutional Trading platform from October
2009. The On-Line Retail Trading platform, which was commercially
launched on July 20, 2012 was extensively modified to make it much
simpler and easier to use by customers to have the benefit of
user-friendly retail trading platform. The company, functioning in a
very competitive market, is ever alert to opportunities in the market
and is poised to grow bigger in the coming years.

The Nainital Bank Ltd. was promoted by Late Bharat Ratna Pandit Govind
Vallabh Pant and others and became Associate Bank of Bank of Baroda in
the year 1973. Today, the shareholding of Bank of Baroda in Nainital
Bank Ltd. is 98.57% and is a subsidiary of the Bank. The State of
Uttarakhand, vide its communique dated August 3, 2012, has notified
that The Nainital Bank Limited be treated at par with other PSU Banks.
The Bank has initiated branch expansion initiatives and has already
established a Regional Office at Dehradun and has aggressive plans to
ramp up its scale of operations. The Bank has launched e-stamping
facility in 15 branches and has initiated several new IT initiatives
e.g Mobile banking & e-banking etc. The Bank also took various
initiatives to increase its retail segment particularly in housing loan
& consumer loan to high income salaried employees of Government
Departments & PSU as well as professionals.

Baroda Pioneer Asset Management Company Ltd. a joint venture with
Pioneer Global Asset Management SpA, is in its sixth year of operation.
During the year under review, the Company was able to strengthen its
AUM (Asset under Management) significantly which rose by 75.0% on year
on year basis as of March''14and was able to add one lakh folios despite
weak sentiments prevailing in both debt and equity markets. The key to
this growth was strong focus on the institutional segment which helped
the Company to grow its debts and money market products coupled with
focus on Systematic Investment Plans (SIPs) for retail investors. The
Company has increased the number of investor servicing points from 77
to 203 during the year. There was a substantial growth in Company''s
average assets under management (AAUM) during the year which has placed
it among the top 20 mutual funds in India and is ranked 19th for the
month of March, 2014. The Company''s (AAUM) growth was robust on year on
year basis and was at 11% whereas industry growth was at 10.0%, as per
the AMFI (Association of Mutual Funds of India) website. With equity
markets remaining volatile, SIPs continue to be one of the best ways
for the Company to channelize customers'' savings into the equity
market.

India First Life Insurance Company Ltd., a joint venture company with
Legal & General group, commenced its business operations on 16th
November 2009 and has received an overwhelming response for its
products across the country. The Company has won Model Insurer Award
(Asia) for the three successive years. India First garnered new business
registering a year on year growth of 67.0%. Its industry-wide new
business ranking improved from 9th position last year to 7th position
in the current year (Feb ''14). Increase in the new business (NB)
premium has improved the market share from 3.0% last year to 5.0%
current year (Feb''14). Number of customers grew by 46.0% year on year
on account of new distribution tie-ups which include RRBs/
NBFCs/Brokers through Alternate Channel Distribution. Renewal
collection grew by 23.0% year on year leading to increase in premium
income for the Company and subsequent increase in the policy and
premium persistence. The Company''s total revenue increased by 46.0%
(y-o-y). Company''s major initiative with the Bank includes launch of
premium option through mobile banking for Bank of Baroda customers and
financial inclusion branch module.

India Infradebt Limited is a joint venture company with ICICI Bank
Limited, ICICI Home Finance Company Limited, Citicorp Finance (India)
Limited and Life Insurance Corporation of India. The Company was
incorporated on October 31, 2012 in Mumbai and has been issued
registration certificate No.N-13.02039 dated 08.02.2013 by the Reserve
Bank of India to operate as an Infrastructure Debt Fund - Non Banking
Financial Company (IDF-NBFC). The Company''s principal activity is to
re-finance part of the debt liabilities of the Project Companies.

During the year, it became the first IDF-NBFC to be rated "AAA" by
CRISIL in July 2013 for its proposed debenture issue. Subsequently, in
December 2013, ICRA also assigned a rating of AAA to the debenture
issue programme of Infradebt consequent to the efforts of Infradebt in
convincing various authorities.

Infradebt is primarily focusing on sectors like roads and ports. During
the year, the Board Credit & Risk Committee has approved provision of
financial assistance to a few proposals in the roads sector, in
addition to the sanction provided to HEL (Himalayan Expressway Ltd.).
Furthermore, Infradebt would constantly keep identifying additional
projects for takeout financing and envisages closing additional
transactions over the next few months.

Baroda Pioneer Trustee Company Pvt. Ltd. Baroda Pioneer Trustee Company
Pvt. Ltd. is the trustee to Baroda Pioneer Mutual Fund. As a trustee,
the Company ensures that the transactions entered into by Baroda
Pioneer Asset Management Company Limited are in accordance with the
SEBI (Mutual Funds) Regulations, 1996 and also reviews the activities
carried on by the AMC.

During the period under review, your Bank made noteworthy progress
regarding implementation of Official Language Policy of Government of
India. Besides compliance of various statutory requirements of Official
Language Act and Rules, your Bank took the initiative of promoting and
utilizing Hindi as a tool for establishing better connect with
customers and ensuring them the best possible service.

Your Bank prepared a well-structured annual action plan for the
achievement of various targets set by the Government of India under its
Annual Implementation Programme 2013-14 and the assurances given to the
Committee of Parliament on Official Language during its visits to
various offices/ branches of the Bank. Through continuous monitoring
and regular efforts at various levels, your Bank could achieve all the
major targets of the Programme and fulfilled all the assurances given
to the Committee of Parliament on Official Language.

The Meetings of Central Official Language Implementation Committee,
presided over by Chairman and Managing Director of the Bank, were
organized regularly on quarterly basis. Under the guidance received
from the Committee, several new initiatives were taken during the year
FY14. Your Bank took a major initiative of automating the Quarterly
Hindi Progress report submission system in the Bank. The Bank
implemented Pragati online package'' across the Bank. The package was
made available on the Bank''s wide area network. All the operating
units, administrative offices were provided user ID and passwords for
submitting Rajbhasha Reports. Your Bank started sending systems-
generated letters pertaining to opening of accounts in bilingual
(Hindi-English) format through its Regional Back Offices. Through this
package, every month lakhs of letters were generated in bi-lingual form
which helped the Bank in meeting to a great extent its targets set
under the Official Language programme. Your Bank brought more branches
under the coverage of an IT programme used to generate and print
pass-books and account statements in Hindi at the branches situated in
linguistic regions A and B. For the convenience of customers, the
facility of getting transaction slips in Hindi from ATMs was expanded
further and now majority of your Bank''s ATMs are covered under it. Your
Bank introduced display of screen in additional four Indian Languages
i.e Telugu, Tamil, Malyalam and Kannada during the year. Your Bank also
prepared an Inward- Outward package viz. Document Management System for
maintaining records of inward/outward letters as per the linguistic
region-wise reporting requirements of its OL policy.

To increase financial literacy amongst masses, your Bank prepared
cartoon booklets, animation films in Hindi and also in some regional
languages on developing the habit of saving, features of Kisan Credit
Card and on the need of timely repayment of loans. These cartoon
booklets and animation films were christened as "Chhoti Bachat badi
Khushhali", " Aam ke aam guthliyon ke daam" and " Samay Par Karj Ka
Bhugtan, Jindagi Bane Aasaan" in their Hindi edition. Marathi,
Gujarati, Bangla, Punjabi editions of these booklets/films were also
released. These Booklets/animation films were sent to Regional Offices/
Zonal Offices of the Bank for their effective utilization.

Your Bank has been pioneer in spreading and promoting the use of Hindi
through the forum of Nagar Rajbhasha Samitis. During the year under
review, your Bank, with the approval of Home Ministry, Government of
India constituted four new Nagar Rajbhasha Samitis. These committees
are functioning at Jodhpur, Rajkot, Surat and Bareilly under the
convenorship of your Bank. Nagar Rajbhasha Samiti, Baroda and Jaipur
are the oldest TOLICs (i.e., Town Official Language Implementation
Committees) working underyour Bank''s convenorship.

The Third Sub-Committee of parliament on official language visited your
Bank''s branches/offices at Chitrakoot and Anand. The Committee also
reviewed efforts of your Bank''s Corporate Office in its visit to
Mumbai. The Committee was full of praise of the efforts put in by your
Bank for promotion of the use of Hindi language.

Your Bank''s efforts were well recognised by Government of India and
Reserve Bank of India also. Government of India awarded your Bank with
the 1st Prize in the Indira Gandhi Rajbhasha Shield Competition
consecutively for the second year. Your Bank''s Chairman and Managing
Director (CMD) received this award from Honorable President of India at
a function held at Vigyan Bhawan, New Delhi on Hindi Diwas 2013.
Further, your Bank was awarded first prize for '' C Region and second
prizes for Region ''A'' and B'' by Reserve Bank of India (RBI) under the
RBI Rajbhasha Shield Competition. The Bank''s In-House Magazine
BOBMAITRI'' and Hindi Magazine ''Akshayyam'' were also awarded with the
third prize by the RBI. Your Bank''s CMD received these awards from the
Governor of RBI. These magazines also won two awards from Association
of Business Communicators of India.

Your Bank continued with its flagship scheme "Medhavi Vidyarthi Samman
Yojana" for popularising Hindi amongst the students'' community. Under
this scheme, cash prizes and commendation certificates signed by your
Bank''s CMD are given to those students who have scored highest marks in
M.A.(Hindi). This scheme, at present, is applicable in 64 universities
of the country.

Your Bank has published three books in Hindi during the year
viz.''Proudyogiki aur Grahak Seva", "Thodi Si Dhoop" and "Maharaja
Sayaji Rao Gaekwad III", for providing qualitative reading material in
the Hindi language.

Board of Directors

Shri Bhuwanchandra B. Joshi appointed as a Whole Time Director
(designated as Executive Director) w.e.f. 05.08.2013 by the Central
Government u/s 9 (3) (a) of

The Banking Companies (Acquisition and Transfer of Undertakings) Act,
1970, to hold office up to 31.12.2016 i.e. the date of his
superannuation or until further orders, whichever is earlier.

Shri Sudhir Kumar Jain appointed as a Whole Time Director (designated
as Executive Director) ceased to be a Director with effect from
08.07.2013 on his elevation as Chairman and Managing Director of
Syndicate Bank.

Shri Ajay Mathur, a part time non- official Director/Non executive
director, ceased to be a Director with effect from 04.05.2013 on
completion of his term.

Shri Satya Dev Tripathi, a part time non- official Director/ non
executive director ceased to be a Director with effect from 30.08.2013
on completion of his term.

Shri V.B. Chavan, a part time non- official Director / Non executive
director ceased to be a Director with effect from 31.01.2014 on
attaining the age of superannuation.

Shri Alok Nigam, IAS, a part time non- official Director/ Non executive
director ceased to be a Director with effect from 18.02.2014 on the
nomination of Dr. K.P. Krishnan, IAS, in his place.

Directors'' Responsibility Statement

The Directors confirm that in the preparation of the annual accounts
for the year ended March 31, 2014:

- The applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

- The accounting policies framed in accordance with the guidelines of
the Reserve Bank of India, were consistently applied.

- Reasonable and prudent judgment and estimates were made so as to give
true and fair view of the state of affairs of your Bank at the end of
financial year and of the profit of your Bank for the year ended on
March 31, 2014;

- Proper and sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provisions of the applicable
laws governing banks in India; and

- The accounts have been prepared on a going concern basis.

Acknowledgement

The Directors express their sincere thanks to the Government of India,
Reserve Bank of India, Securities and Exchange Board of India, other
regulatory authorities, various financial institutions, banks and
correspondents in India and abroad for their valuable guidance and
support.

The Directors acknowledge with appreciation the assistance and
cooperation extended by all stakeholders of your Bank like customers,
shareholders and well wishers in India and abroad.

The Directors place on record deep appreciation for the hard work and
dedication of the members of your Bank''s staff at different levels,
which enabled your Bank to record high quality, consistent growth year
after year despite economic challenges and consolidate its position as
one of the premier banks in the country.

For and on behalf of the Board of Directors,

S. S. Mundra

Chairman and Managing Director

Mar 31, 2013

The Directors have pleasure in presenting the One Hundred and Fifth Annual Report of your Bank with the audited Balance Sheet, Profit & Loss Account and the Report on Business and operations for the year ended March 31,2013 (FY13). Performance Highlights - Total Business (Deposit Advances) increased to Rs 8,02,069 crore reflecting a growth of 19.3% (y-o-y). - Gross Profit and Net Profit were Rs 8,999.15 crore and Rs 4,480.72 crore respectively. Net Profit registered a growth of -10.5% over the previous year. - Credit-Deposit Ratio stood at 82.03% as against 86.86% last year. - Retail Credit posted a growth of 6.7% constituting 16.6% of your Bank's Gross Domestic Credit in FY13. - MSME Credit posted a growth of 30.3% constituting 19.7% of your Bank's Gross Domestic Credit in FY13. - Net Interest Margin (NIM) as per cent of interest earning assets in global operations was at the level of 2.66% and in domestic operations at 3.11% during FY13. - Net NPAs to Net Advances stood at 1.28% this year against 0.54% last year. - Capital Adequacy Ratio (CAR) as per Basel II stood at 13.30%. - Net Worth improved to Rs 30,714.19 crore registering a rise of 17.2%. - Book Value improved from Rs 637.37 to Rs 729.11 on year. - Business per Employee moved up from Rs 1,466 lakh to Rs 1,689 lakh on year. Segment-Wise Performance The Segment Results for the year FY13 reveal that the contribution of Treasury Operations was Rs 1,070.13 crore, that of Corporate/Wholesale Banking was minus Rs 103.95 crore, that of Retail Banking was Rs 3,085.71 crore, and of Other Banking Operations was Rs 2,221.71 crore. Your Bank earned a Profit after Tax (PAT) of Rs 4,480.72 crore after deducting Rs 1,442.37 crore of unallocated expenditure and Rs 350.51 crore towards provision for tax. Dividend Your Bank's Directors have proposed a dividend of Rs 21.50 per share (on the face value of Rs 10/-per share) for the year ended March 31st, 2013. The total outgo in the form of dividend, including taxes, will be Rs 1,059.62 crore. Capital Adequacy Ratio (CAR) Your Bank's Capital Adequacy Ratio (CAR) was comfortable at 13.30% under Basel II as on 31st March 2013. Your Bank's Net Worth as at 31st March 2013 was Rs 30,714.19 crore comprising paid-up equity capital of Rs 422.52 crore and reserves (excluding revaluation reserves) of Rs 30,291.67 crore. An amount of Rs 3,421.10 crore was transferred to reserves from the profits earned. Provisions towards Retirement and Other Benefits During the year FY13, your Bank made provision towards contribution to gratuity (Rs 133.00 crore), pension funds (Rs 683.96 crore), leave encashment (Rs 204.38 crore) and additional retirement benefits (Rs 184.29 crore) on actuarial basis. Total provisions under these four categories amounted to Rs 1,205.63 crore during the year FY13, against Rs 991.94 crore during FY12. Total corpus available with your Bank at the end of March 2013 under these heads was: Rs 1,506.13 crore (gratuity), Rs 6,770.08 crore (pension funds), Rs 709.73 crore (leave encashment), and Rs 592.45 crore (additional retirement benefits). Key Financial Ratios Particulars FY13 FY12 Return on Average Assets (ROAA) (%) 0.90 1.24 Average Cost of Funds (%) 5.75 5.64 Average Yield (%) 8.29 8.55 Average Interest Earning Assets (Rs crore) 4,24,761.33 3,47,223.21 Average Interest Bearing Liabilities (Rs crore) 4,15,246.10 3,43,397.26 Net Interest Margin (%) 2.66 2.97 Cost-Income Ratio (%) 39.79 37.55 Book Value per Share (Rs) 729.11 637.37 EPS (Rs) 108.84 127.84 Corporate Social Responsibility (CSR) As a responsible corporate citizen, your Bank is considering donation to National/State Relief Funds and to any individual, trust, society, charitable/social institutes of repute engaged in social activities for the benefit of vast variety of people. Donations are given to promote various activities. They are extended essentially as a social welfare measure on a non- commercial basis to individual trusts, social work organizations/ institutions, etc. In particular, your Bank has been giving donations for the following purposes: - For the spread of education - including for the girl child and womenfolk in remote villages. - To reputed colleges/public schools and other similar institutions. - To reputed hospitals engaged in charity or in service of weaker sections - Assisting families of soldiers died in wars and handicapped soldiers - Old age homes - Preservation of places of historical interest like gardens, forts, temples etc. - Promotion of efforts for protection, conservation and cleaning of environment including plantation/re-plantation, rivers, lakes, forests, sanctuaries etc. - Adoption of gardens in cities where your Bank's name can be publicized - Family planning activities - For measures promoting prevention of cruelty to animals and for setting up and maintaining animal and bird Hospitals - For promoting the promotion and use of non exhaustible sources of energy like solar power, gobar gas plants in rural areas - Vaccination projects for controlling spread of diseases/ epidemics - Providing support to organizations extending support to handicapped persons like blind, lame, deaf and dumb, etc. or suffering from any other disabilities - Promotion of measures for pollution control - Other matters/ projects of social and human value During the Financial Year FY13, your Bank disbursed donations amounting to Rs.699.74 lakh to various organizations engaged in the field of education, health, women welfare etc. The activity-wise disbursement of donations are as follows. Sr. Activity No. of Amount No. Donations (Rs lakh) 1. Education 4 24.00 2. Health 3 4.50 3. Women Welfare 1 2.00 4. Social Welfare Activities 5 669.24 TOTAL 13 699.74 Besides these activities, your Bank has established Baroda Swarozgar Vikas Sansthan for imparting training to unemployed youth, free of cost, for gainful self employment and entrepreneurship skill development which help them improve their family economic status and also gives a boost to various regional economies within these locations. All the Lead Districts of your Bank have Baroda Rural Self Employment Training Institute (R-SETI ). Your Bank has also established Baroda Gramin Paramarsh Kendra for knowledge sharing, problem solving and credit counseling for rural masses across the country. In order to spread awareness among the rural mass on various financial and banking services and to speed up the process of financial inclusion, your Bank has also established Financial Literacy and Credit counseling Centres (FLCC). As on 31st March, 2013 your Bank had 45 FLCCs. Asset Quality Management The year FY13 was a challenging year for the Indian banking industry from the perspective of Asset Quality due to a fragile economic environment. However, your Bank continued its practice of rigorous monitoring and recovery of the NPA portfolio to prevent any serious deterioration in its asset quality. Yet, an overstretched economic downturn did impact your Bank's asset quality to some extent during FY13. Indian banks, in general, witnessed heavy incidence of slippages in FY13 due to volatile financial markets both within and outside India, higher inflation and higher interest rate regime throughout the year FY13. In spite of various depressed economic parameters, the fresh slippages during the year, were at 2.29% of the opening Standard Advances of your Bank. Against the backdrop of high slippages, the ratio of Gross NPA to Gross Advances was at 2.40% as on 31st Mar, 2013. Consequently, the ratio of Net NPA to Net Advances increased to 1.28% by end-Mar, 2013. However, your Bank's Loan Loss Coverage ratio (including the technical write-offs) was at 68.24% in FY13 - a relatively higher level, if compared to your Bank's peers from the PSU banking segment. During the year under review, your Bank laid down a comprehensive structure of recovery and credit monitoring function at the Branch, Region, Zone and Corporate levels. Besides this, the Nodal officers at each DRT centre were advised to follow-up the legal cases on day to day basis so as to minimize the delay in obtaining decrees and execution thereof in order to expedite and maximize recoveries. For Recoveries of all DRT Suit filed NPA accounts, the assets charged to the banks are now being sold through E-auction to get a fair market value of assets charged to the Bank. Additionally, ARCs have been appointed as recovery agents and consultants have been appointed for liaison with Official Liquidator to speed up the recoveries. Your Bank continued its emphasis on follow-up mechanism to explore recovery prospects of NPA accounts. The system of monitoring of large value NPA accounts of say Rs 25 lakh and above, directly from the corporate office has ensured proactive action by branches, advocates and recovery agents. Therefore, the cash recovery in NPA accounts during FY13 was Rs 625.57 crore, higher than the cash recovery of Rs 580.46 crore during FY12. The upgradation was also higher at Rs 341 crore during FY13 compared to Rs 336 crore during FY12. During FY13, your Bank laid specific focus on recovery of small accounts by organizing Lok Adalats and Recovery Camps at village/town level. Your Bank also launched an incentive linked recovery scheme called "Sankalp - V", to enlist personalized attention of each and every staff member in pursuing recovery efforts of small value accounts with an outstanding up to Rs 15 lakh. The cash recovery made during the year FY13 under the scheme was very impressive at over Rs 231 crore. The asset classification wise breakup of advances portfolio of your Bank is as under. (Rs. crore) Asset Category (Gross) 31st March 2013 31st March 2012 Standard 324828.74 286542.59 Gross NPA 7982.58 4464.75 Total 332811.32 291007.34 Gross NPA is comprising of: Sub-standard 4981.15 2661.82 Doubtful 2628.33 1318.71 Loss 373.10 484.22 Total Gross NPA 7982.58 4464.75 Information Technology Your Bank has undertaken a total end-to-end business and IT strategy project covering your Bank's domestic, overseas and subsidiary operations. - Your Bank has built the best of technology infrastructure by implementing a state-of-the-art Data Centre conforming to Uptime Institute Tier-3 standard and also a Disaster Recovery Site in different seismic zone with redundancy built in every single point of failure to ensure uninterrupted banking service delivery to customers. After successfully migrating Data Centre to new Data Centre in the Bank's own premises, your Bank had undertaken Disaster Recovery Centre expansion during the year to support its business growth and technology expansion. - Your Bank has undertaken various other technology initiatives like windows server virtualization, desktop virtualization and backup consolidation as green initiatives and also to improve Data Centre operational efficiency, Application virtualization, Bandwidth up-gradation, ASM & RAC Implementation, migration of Bank wide network to new technology based on MPLS for improving uptime and on demand upgrade has been successfully implemented. Enterprise Management System was upgraded and new modules deployed to effectively manage and monitor Bank's growing IT infrastructure. - The Core Banking infrastructure has been upgraded by your Bank from PA-RISC to Itanium servers in all 23 Overseas Territories for supporting additional business volumes. Various new Regulatory initiatives like Linking of UID numbers, Account number portability, Capturing KYC related information, Simplified account opening procedures, Addition of village codes in core banking system, Implementation of Adhaar Payment Bridge System(APBS), Centralization of Loan Processing at RLF and SMEs, Biometric Authentication for CBS Login at Branches, Deployment of NPSLite (a scheme to provide financial security for economically disadvantaged people for protecting their future during old age), automated processing of payments to NREGA, NPS and MGPSYS beneficiaries etc were added during the year. Core Banking Solution was implemented in Sydney Branch, Australia. The robust technology platform has enabled your Bank to open 100th International Branch during the year. Your Bank's RRBs are also on CBS Platform and as notified by GOI, your Bank has successfully migrated RRBs of Central Bank of India and Punjab National Bank with 350 branches into one of RRBs' of your Bank. Alternate Delivery channels - Internet Banking - BARODA CONNECT The Internet Banking, viz., Baroda Connect (Retail portal) has been completely revamped in your Bank to enhance its look and feel and user-friendliness. Your Bank continued to add more facilities under its Internet Banking channels. Other enhanced features such as Tax payments of various States, Integration of GRIPS (Government Revenue Receipts for West Bengal), Credit to Loan accounts, Bill payments, Online donations to Prime Minister Relief Fund, India Life Insurance premium payment through e-banking, IMPS(Immediate Payment services) through e-banking were added during the year. Your Bank's Internet banking facility is made available on all Smart-phones/ tablets offering comfort of anywhere Banking to its customers. Internet Banking has also been implemented in total 13 overseas territories viz. Tanzania, Uganda, Kenya, Mauritius, Seychelles, Botswana, New Zealand, UAE, FIJI and by adding Transaction based Internet Banking in UK, Oman and Ghana and view based in Australia during the Financial Year. View Based e-banking is also provided in all Bank sponsored RRBs. In order to enhance security and confidence in Internet Banking, your Bank introduced enhanced security features by deploying Fraud Management Solution, including two factor authentications in India and 5 Overseas territories viz. UAE, UK, New Zealand, Kenya and Uganda by enabling ARCOT OTP, PULL OTP and SMS OTP. Your Bank has initiated the process of implementing Fraud Management Solution for remaining six overseas territories where transaction-based e-Banking is implemented. View-based Internet Banking for US territory, PPF through e-banking, Inter-Bank fund transfer through Internet Banking for UAE have also been initiated by your Bank. Your Bank also proposes to implement Transaction based Internet banking for its sponsored RRBs, with two-factor authentication. - Mobile Banking - BARODA M-CONNECT As one more alternate delivery channel, many features were added to Mobile Banking by your Bank to provide various facilities to customers, viz., IMPS i.e. Immediate Payment Services Person to Account (P2A) fund transfer, enabling mobile banking application in all i-Phones and i-Pads in addition to Blackberry, Android, Windows, enabling of NUUP(National Unified USSD Platform) etc. Your Bank is also in process of implementing P2M (person to Merchant) fund transfer under IMPS and has acquired India First Life Insurance as the first merchant. Your Bank proposes to enable Mobile Banking application for Windows8, Implementation of Mobile banking in Uganda and UAE etc. It has also initiated implementation of Mobile banking in its sponsored RRBs. - ATM The ATM Switch is upgraded in your Bank to a higher version along with Hardware up-gradation with many enhanced features for better performance, speedy ATM transactions and ease of ATM expansion during the year. The ATM switch is upgraded for India, UAE, Oman, Mauritius, Fiji, Tanzania, Botswana, T&T and New Zealand. Many customer centric initiatives such as implementation of Rupay ATM Cards, Rupay POS and Rupay KCC Cards, Brown label ATMs, Collection of Insurance premium for IndiaFirst Life Insurance Policy holders through ATMs, ATM Transaction receipt printing in HINDI, Regional Language Screen selection for Gujarati, Marathi and Tamil, Talking ATMs for visually impaired persons, implementation of Fraud management Solution in ATMs/ POS in India have been added during the year. Your Bank has successfully launched Rupay ATM and Rupay KCC cards for its RRBs also. Your Bank has also proposed some more Customer Centric initiatives like Immediate Payment Services (IMPS) through ATMs, Regional Language screen selection in ATMs (for Malyalam, Telugu, Kannada, Bengali), Cheque book request through ATMs, NEFT through ATMs, Rupay e-commerce, multi-factor authentication for card not present transactions, Visa Debit card for UAE, BSP(Bank South Pacific) Interchange Implementation for FIJI, Prepaid card withdrawals through ATMs, Chip Based Card Implementation in India, Oman and Mauritius, Card to Card fund transfer, Bill Payment through ATMs etc. Payment Systems - All branches of your Bank (which are CBS-compliant) are enabled for interbank remittances through RTGS and NEFT. The RTGS and NEFT have also been interfaced with your Bank's internet banking portal. The Straight through Processing (STP) of NEFT & RTGS have been implemented for the Bank as well as RRBs. RTGS & NEFT has also been implemented in Uganda. - Internet Payment Gateway services for debit cards/credit cards are increasingly offered to merchants and internet shopper as a safe and secure channel for online purchases. - Cash Management System is a full-function web enabled cash management solution offered to your Bank's customers, covering services like Receipt Management (Collections), Payment Management and Invoice Management (Receivable and Payable Management). - New Credit Card Management System has been implemented to provide comprehensive management and support for your Bank's Credit Card operations. - The SWIFT facility for worldwide inter-bank financial communication is provided at Foreign Exchange Authorized Branches in India as also in 22 overseas territories by adding UK and Australia during the year. - The Payment Messaging Solution (PMS) is implemented in 22 overseas territories by adding UK and Australia during the year & all authorized branches in India. PMS facilitates validation and formatting of SWIFT messages generated from CBS as per SWIFT standards, and also goes through AML check. - During the year under review, a grid based Cheque Truncation System (CTS) was implemented in all MICR Centres in Southern States, Kolkata, Ludhiana and Chandigarh in addition to Delhi. Your Bank has also initiated the process of implementation of CTS in Mumbai and Western Grid of Maharashtra, Gujarat and Madhya Pradesh. - Automated Cheque Processing Centre (Inward & Outward) was implemented in Mumbai and Surat and Ahmedabad were added during the year, as a part of Business Process Re-engineering under its Project Navnirmaan. - For regulatory compliance, the Anti Money Laundering (AML) has been implemented in India and 22 overseas territories by adding Belgium during the year. Your Bank has also implemented Risk Management solution. Your Bank has also implemented Phase I AML solution in all its sponsored RRBs and implementation for Phase II AML is in progress. Other Initiatives - Your Bank has implemented Customer Relationship Management as a new initiative for providing better services to customers through a contact centre over phone in order to improve their satisfaction and loyalty. Existing customers/Prospective customers may call on Toll Free no. (1800223344 & 18001024455) wherein following services can be availed of. - Issuance of a cheque book - Enquiry about products and services - Account Enquiry - Balance, Transaction, Amount in Clearing etc. - Hot-listing of ATM cards - Stop payment marking / un-marking - Request for issuance of debit card. - Request for re-generation of debit card PIN - Support for e-banking users - Re-generation of mobile banking password - On-line (paperless) TPIN generation facility Other information regarding products and services of your Bank is also provided to prospective customers/account holders. The CRM applications is linked to sales offices like Retail Loan Factories (RLFs), City Sales Offices (CSOs) wherein the leads generated at contact centre on the basis of enquiry about the products by customers are transferred to these offices for further processing. Your Bank has also completed a launch of recovery processes through contact centre wherein customers are informed about the EMI and due amounts. This shall facilitate customers to deposit EMI/due amount on demand dates. - The Retail Depository Services are made available to your Bank's Retail as well as Corporate customers. With a centralized depository application, branches are equipped to provide depository services for both NSDL as well as CDSL. With Online Trading System, your Bank will be able to provide complete suite of online services to the customers for trading in instruments like equities, mutual funds, bonds and initial public offering (IPOs). - For improving your Bank's service delivery, the Back Office functions have been centralized at City Back Offices and Regional Back Offices. Your Bank now has 70 City Back Offices and 10 Regional Back Offices. The personalized cheque book issuance has been centralized. Your Bank has also started centralized FCNR operations. - The Integrated Global Treasury Solution has been implemented in UK, UAE, Bahamas, Bahrain, Hongkong, Singapore, Belgium and in India, reducing the cost of operations and better fund management. - Enterprise wide GL Solution has been implemented. This provides variety of inputs to your Bank for strategic decision making in business development and also generates enterprise wide consolidated reports. - The Centralized Payroll, Salary module, e-TDS module and Leave Module have been implemented for all your Bank's offices in India. - The Human Resource Networking for Employees Service has been implemented with the objective of creating a central database of the Bank employees for facilitating decision-making, promotion and selection exercise as also for automating other HR processes. - Your Bank had also undertaken as a part of its business strategy, Data Warehouse for providing flexible and interactive source of strategic information, Customer Relationship Management for better customer insight and uniform customer view across channels. - Your Bank has upgraded existing applications like Exchange, e-Business suite with enhanced features, encompassing Customer Relationship Management, HRNes and Enterprise wide GL modules. - The IT setup has been developed for account opening process and transactions, both online and offline, to be carried out through Business Correspondent thus enabling Financial Inclusion. The Mobile Van Banking is launched in Gujarat, UP & Bihar on a pilot basis as the Bank's Financial Inclusion initiative. - Your Bank has fully automated its Loan Processing (Retail, Agri and SME) modules for better and quick customer service. Your Bank also provides a single click Online loan Application feature for Home Loan, Auto Loan and Education Loan. Your Bank has also initiated automation of Loan processing for MID-Corporate and Corporate customers. Information Security - A robust Information Security Management System was put in place during the year under review to protect the technology against security threat. A Comprehensive Audit by External Agencies is being successfully carried out by your Bank for its Core Banking Solution and all other applications as well as for Data Centre/Disaster Recovery centre Infrastructure. - Your Bank has set up a Security Operation Centre (SOC) for enhanced IT security. - Your Bank's both Data Centre and Disaster Recovery Centre are ISO 27001 certified. - Your Banks has Implemented Fraud Management Solution for Internet Banking, ATM & POS. In order to enhance security and confidence in Internet Banking, your Bank introduced Fraud Management Solution, including two factor authentications in India and five Overseas territories viz. UAE, UK, New Zealand, Kenya and Uganda by enabling ARCOT OTP, PULL OTP and SMS OTP. - As a security measure, Your Bank has also enabled SMS Alerts delivery facility to its customers for all transactions made through alternate delivery channels and for all CBS transactions worth Rs.5000 and more. - Your Bank is regularly conducting VAPT (Vulnerability assessment & Penetration Testing) of external facing applications, eBanking log monitoring etc. - Your Bank has enabled a Fraud Risk Management system for day-to-day monitoring of suspicious transactions at Branches for protecting interest of customers. - While cyber-attacks have become more unpredictable and electronic payment systems vulnerable to new types of misuse, it is imperative that banks introduce certain minimum checks and balances to minimise the impact of such attacks and to arrest/minimise the damage. To minimise the damage, your Bank has initiated following additional security measures which will be enabled shortly. - All new debit and credit cards will be issued for domestic usage unless international usage is specifically sought by the customer. - Convert existing MagStrip Cards to EMV Chip card. - PIN enabled POS - Enabling additional security as addition of Digital signatures for Corporate Internet Banking. Direct Benefit Transfer - Your Bank has initiated Direct Beneficiary Transfer under Aadhaar Payment Bridge System (APBS) and wages payment for Mahatma Gandhi National Rural Employment Guarantee Act (MGNREGA). - For MGNREGA transactions, your Bank has started Pilot Project for Sanganer Block in State of Rajasthan during the year and processed 9,593 transactions amounting Rs. 86,54,676/- - Under APBS, your Bank has linked 1, 31,735 Adhaar Card and provided credit to 6,635 beneficiary amounting Rs 49,01,659/- - Your Bank has also initiated another project for Direct Beneficiary transfer in association with Central Project Scheme Monitoring System (CPSMS). E-business Your Bank's e-business department provides different types of Alternate Delivery Channels (ADC) such as ATMs, Internet Banking (Baroda Connect), Mobile Banking, RTGS/NEFT, Phone Banking, Internet Payment Gateway (IPG), Contact Centres etc. In addition to this, the e-banking department of your Bank looks after Depository Services, Cash Management Services. This year, your Bank introduced different variants of Debit Cards i.e. Maestro PIN Debit Card and RuPay Debit Card. In addition to this, your Bank also launched a new variant of Pre-paid Card i.e. Baroda Travel Easy US Dollar Travel Card. Also, Online Trading facility for Retail customers of your Bank was launched in July 2012. The performance of various sections under the e-Business Department during FY13 is summarised below. ATM/DEBIT Card Operations Particulars 31/03/2012 31/03/2013 Addition during the year No. of ATMs 2,012 2,630 618 operationalised No. of Debit 80.44 103.76 23.32 Cards Issued (lakh) New Initiatives & Achievement during FY13 a) Maestro PIN Debit Card: Launched in April'12 b) RuPay Debit Card : Launched in September'12 c) Onsite ATM - Installation of Cheque Drop Box in all onsite ATMs d) Issuance of debit cards in Nagrik Bachat Khata with effect from 5th Dec, 2012. Baroda Connect (Internet Banking) Particulars 31/03/2012 31/03/2013 Addition during the year No. of Users 8,10,430 10,76,635 2,66,205 No. of A/cs 32,49,216 45,79,969 13,30,753 Linked New Initiatives during FY13 a) Credit/transfer to loan account through Baroda Connect. b) Online FDR for NRIs/PIO enabled. c) Online payment of premium of India First Insurance BARODA RTGS/NEFT Particulars 2011-12 2012-13 RTGS NEFT RTGS NEFT No. of Inward 16,62,070 61,37,139 21,83,550 1,31,42,497 Transactions No. of Outward 21,47,527 29,48,252 27,45,872 53,77,922 Transactions Avg Transactions per 7,720 28,376 9,929 76,361 day (Inward) -during last month i.e. March Avg Transactions per 9,338 13,211 11,713 25,092 day (Outward) - during last month i.e. March Baroda Cash Management Services - During FY13, the total number of transactions in BCMS was 30.91 lakh as against 14.19 lakh during FY12, with a total turnover was Rs.27,480.62 crore as against Rs 10,355 crore during FY12 and a profit of Rs 97.27 lakh was earned during FY13. - The number of customer has increased from 206 as on 31/03/12 to 308 as on 31/03/13. - It is proposed to extend these services to 100 more centres in a phased manner. Baroda e-Gateway (Internet Payment Gateway) - As on 31st March 2013, a total of 148 Merchants were registered as against 124 as on 31st March 2012 and the total turnover during FY13 was Rs 50.85 crore. A Profit of Rs 65.68 lakh was earned during FY13 from this activity. Other New Initiatives taken during FY13 - Online Trading launched for Retail Customers. - Baroda Travel Easy US Dollar Travel Card has been launched. - Debit Card failed transaction complaint registration through Contact Centre has been started. - Contact Centre for NRIs has also been launched. - Standardized Public Grievance Redressal system has been launched from Contact Centre (for registration of customer complaints). - Recovery of Retail Loans (EMIs) through ECS has been started on pilot basis in two Zones of your Bank, notably, the Greater Mumbai and Northern Zones in April 2013. - Your Bank is ready for a pilot launch of National Automated Clearing House (ECS credits). - The Complaints registration through Contact Centre (SPGRS Portal) has also been initiated in your Bank. Proposed Initiatives/Strategies for FY14 - To launch 50 e-lobbies (with ATM, Bulk Note Acceptor, Self Service Passbook Printer Kiosk, Internet Banking Kiosk, Cheque Deposit Machine & Phone Banking facility). - Installation of Self Service Passbook Printer Kiosks in all Baroda Next Branches. - To install 50-100 Bulk Note Acceptors. ATM/Debit Card - Card to Card transfer - ATM Bill Pay - Non-Personalized Debit Card - Biometric ATMs/Debit Card - NEFT through ATM - Talking ATM - Request for Cheque book through ATM Baroda Connect (Internet Banking) - Online premature payment of Fixed Deposit Receipt - Online facility of Saving Bank and Recurring Deposit - Providing convenient login without one-time-password with the help of QNA (for registered customers). - Revamping pages of "Baroda Connect" Corporate portal. - IMPS payments through Net Banking. Baroda M-Connect (Mobile Banking) - Enabling Merchant Payments - Implementation of Fraud Management Solution Baroda Pre-paid Cards - Online issuance of Baroda Gift Card - Issuance of reloadable cards. Contact Centre - Outbound calls for Recovery and Sales. - Web Chat - SMS/Voice/Emails blasts - Expanded IVR (i.e. Mini Statement, request for account statement) Human Resources Human resource Development is a critical element of your Bank's overall strategy for ensuring profitable and qualitative growth. Today, your Bank is endowed with a competent and highly motivated employee base of around 43,108 people who are engaged in handling its mammoth business operations. Your Bank has adopted a very balanced people strategy to create a composite and responsible Human Resource culture in the Bank that can drive growth and also adequately face various challenges of the current times, viz. the large retirements, massive induction of talent, huge training requirements and challenges of succession and productivity. A comprehensive HR strategy and Framework has been drawn up to take care of all these challenges in an integrated manner through a focused HR transformation project called Project SPARSH which is unique and path-breaking in the entire industry. This journey of HR Transformation was started in August'2011 and over the last one year, various landmark HR initiatives have been launched in your Bank which are futuristic and designed to make Bank of Baroda one of the best places to work for its employees. For this, your Bank wants to create cutting edge HR policies and processes through which it can become a role model for all other banks and in the process, leverage the full potential of its human capital to substantially improve the employee productivity. Formulation of Talent Management system: Developing the next line of leaders in the Bank Your Bank took a big step for developing the next line of leaders for the future by putting in place a Talent Management system which proactively identifies future potential leaders to effectively mitigate the risks arising out of the anticipated leadership gaps in the next five years and also grooms these future leaders through a systematic development agenda. Through a systematic and structured process, the Bank was able to clearly identify around 15.0% to 20.0% people in specific scales of officers viz. in Scales III, IV, V and VI as the future leaders. A grooming plan has been laid down for each of them. The process is envisaged as an annual exercise so that the pool of identified people and the various talent management activities envisioned are continuously reviewed and refined. A first of its kind "Baroda Annual Leadership Conclave" was conceptualized to provide the members of the Talent pool to broaden their perspectives on banking and industry trends and help them connect and network with their peers and senior leadership in the Bank, and the first such conclave was held in Mumbai on 11-12 August, 2012. Strategic workforce planning and Recruitment strategy A scientific manpower planning model was developed by your Bank to estimate manpower needs by level, skills and by branch. With its help, your Bank has also undertaken the strategic workforce planning for the next few years to feed into various other HR functions like recruitment planning, career progression vacancies and postings & deployment. Your Bank has put in place a clearly defined Recruitment strategy which looks at broad-basing recruitment from different channels, hiring of larger numbers in view of the emerging requirements as thrown up by the strategic workforce planning and also articulating a clearly-defined Employer Value proposition with the acronym "F I R S T" as shown below: A specially designed 'Career portal' has been launched on the Bank's website which defines this Value proposition further with clearly laid out sections related to why your Bank should be the preferred choice for any prospective applicant, what is the career path, the recruitment channels available, different facets of working at Bank of Baroda and testimonials from Bank's existing employees. All these strategies are designed to improve Bank's Employer Branding significantly. In order to tackle the challenge of making the large number of fresh recruits productive in the quickest possible time, your Bank initiated a very structured "on-boarding programme" consisting of both functional and cultural components which enabled them to be work-ready quickly and also helped in their cultural assimilation within the Bank. "Baroda Manipal School of Banking" The Baroda Manipal School of Banking is a special initiative taken jointly by Bank of Baroda and Manipal Global education to train students for a Banking career in Bank of Baroda on a "first-day, first-hour" productivity model. The students undergo a focused one-year programme which is tailored to the Bank's requirements and which leads to the award of a post-graduate diploma in Banking and Finance, before they are absorbed in your Bank as Probationary officers. This innovative Resourcing channel was initiated during the year FY12 but after completing the one year course, the students have started joining the Bank from FY13 onwards. Around three batches of students numbering 526 have already joined the Bank while another four batches of students numbering around 864 are undertaking the said one-year course at present. Capability Building Initiatives With the objective of bringing the desired focus and developmental orientation, your Bank rebranded its training system as "Baroda Academy" and launched various training initiatives under this Baroda Academy umbrella in order to create a learning organization, help in better grooming and development of its people and thereby significantly improve organization's performance. On the processes side, several landmark initiatives were introduced like publication of a comprehensive annual training calendar, introduction of self-nominations as an additional channel of training nominations, introduction of the system of training credits, introduction of tests at the end of every training program, creation of a pool of expert practitioners as Associate Faculty, enhancement and standardization of course content, drive for building a directory of Case Studies for use in training programmes, preparation of a Training policy, Training Manuals, etc. All these initiatives have brought about a renewed focus to the Training and development function and helped in making training a very potent tool for human capital development in the Bank. Various IT tools have been put in place to streamline the training processes and enable large-scale implementation of all the training initiatives. On specific capability building initiatives, your Bank has, in line with the renewed focus given to training, carried out substantial training and developmental activities during FY13, which included comprehensive grooming programmes in the area of Credit, Forex, Dealings, Branch Management, Planning, Risk Management, etc. besides soft skills programmes and ensuring all-round development and grooming of young officers and new recruits. Your Bank conducted 2,198 training programmes in- house (through its network of 12 Training Centres across the country, one IT training center and an Apex Training College at Ahmedabad) and thereby trained 43,465 people during the year. Besides, your Bank also sent around 2015 employees for undergoing training in various reputed external training institutes of the country and even abroad. As part of the overall grooming plan for the Talent pool members, customized programmes were conducted through specialized external training institutions covering specific developmental areas. Select Deputy General Managers and Assistant General Managers of your Bank were sent to undergo a Top Management programme at one of India's best B-Schools viz. ISB, Hyderabad whereas in another initiative, your Bank trained an additional 150 specially identified people across the Bank to undergo a focused Mentoring programme so that they could act as 'mentors' to newly recruited officers, taking the total number of trained mentors in the Bank to around 500. Leadership Development (Project UDAAN) Taking into account the critical need for building leadership competencies in people, your Bank had launched a comprehensive leadership development program named as 'Project UDAAN' in FY12, covering Branch Heads of all Urban/Metro Branches and all Assistant General Managers and Deputy General Managers with the objective of creating leaders for the future. The programme was structured around three modules of leadership viz. 'Leading Self', 'Leading Others' and 'Leading Business' and each of the three modules are being addressed through a combination of off-site forum events and coaching clinics. The programme covered around 960 participants across seven zones of your Bank during the year FY12 and the same was continued in FY13 to cover an additional 760 more participants in another five batches. Such a massive and comprehensive leadership development effort is first of its kind for an Indian state-owned Bank. Implementation of HR Technology Your Bank has created a very comprehensive HR technology platform covering HRM, Training, Payroll & Leave modules christened as the Human Resources Network for Employee Services (HRNes). This technology platform has enabled automation of various HR functionalities and various modules/ various new processes were automated/ implemented during the year. Recruitment Drive Your Bank has been undertaking focused hiring efforts on a sustained basis year on year, to cater to superannuation, sustained business growth and rapid Branch expansion. Various recruitment exercises were undertaken during the year to address the emerging manpower requirements in your Bank. Recruitment of Specialist officers, probationary officers, recruitment of young MBAs directly from the campuses of renowned Business Schools were initiated to meet the needs of your Bank, both in terms of replacements for normal attrition and factoring in the business growth needs. Your Bank recruited 1,246 Officers in various Grades/Scales (both Generalists & Specialists), 1,731 Clerks and 700 Subordinate staff members during FY13. The recruitment process is continued in the year 2013-14 also with various recruitment projects underway for filling up almost 2,800 posts of officers and 3,500 posts of clerks. Framework for Career Progression Special efforts were made during the year under review to fulfill the growing aspirations of the employees for faster career progression, thereby, motivating employees for higher productivity. Your Bank has been regularly promoting people in all grades / scales, year after year, without a break, in order to keep on continuously rewarding its top performers and make them assume higher responsibilities faster. In keeping with this trend, a large number of promotion exercises were undertaken during FY13 also resulting in the elevation of around 3,793 people within the Bank in all cadres/grades/scales, as depicted in the table below. Sub-Staff to Clerk 160 Clerk to Officer 553 JM-I to MM-II (Officer to Manager) 1332 MM-II to MM-III (Manager to Sr Manager) 1055 MM-III to SM-IV (Sr. Manager to Chief Manager) 480 SM-IV to SM-V (Chief Manager to Asstt. Gen. 160 Manager) SM-V to TEG-VI (Asstt. Gen. Manager to Dy. Gen. 35 Manager) TEG-VI to TEG-VII (Dy. Gen. Manager to General 18 Manager) Special Thrust on Development of SC/ST/Other Backward Communities Your Bank is committed to the constitutional safeguards and social objectives for development and welfare of persons belonging to SCs, STs and other backward classes in the society. Your Bank is one of those banks in the entire banking industry that have the highest number of employees belonging to SCs and STs, which itself shows the commitment of the Bank towards their development and upliftment. Some of the highlights of your Bank's efforts for development and welfare of people belonging to SCs and STs are enumerated as under. Reservation in Employment Your Bank observes all guidelines stipulated by the Government of India for reservation of posts in employment in All India recruitment and local recruitment. Around 15.0% posts are reserved for SCs and 7.5% posts are reserved for STs in all India recruitments as also for selection to Baroda Manipal School of Banking (i.e., another channel of resourcing started by the Bank). For other recruitments made on regional basis, appropriate percentage prescribed for various States is being observed. Special efforts are made like offering pre-recruitment orientation training to SC/ST applicants for recruitment in your Bank. Relaxation in age limit and qualifications are given and interviews of SC/ST candidates are taken on relaxed standards in order to ensure that appointment of candidates to the reserved posts happens. In the Interview Panel for recruitment, a member belonging to SC/ST is invariably associated. Candidates belonging to SC/ST, who are called for interview, are reimbursed traveling expenses. In addition to providing reservation in employment, your Bank is also providing reservation and other enabling mechanisms in career growth and promotions to SC and ST employees as per the existing guidelines. Pre-promotion training before participating in promotion exercises is also provided to these candidates. Around 10.0% of the available residential accommodation of your Bank is reserved for the SC/ST candidates. The staff strength and representation of SCs and STs as of 31st March 2013 is as under. Cadre Total SC SC % ST ST% Officers 17933 3044 16.97 1261 7.03 Clerks 16869 2392 14.18 1158 6.86 Substaff 8306 2836 34.14 769 9.26 Total 43108 8272 19.19 3188 7.39 SC/ST Cell An exclusive SC/ST Cell in your Bank has been set up to monitor the reservation and other enabling provisions for SC/ ST employees. An executive in the rank of General Manager is appointed as Chief Liaison Officer for SC/ST employees to ensure compliance of various guidelines pertaining to the SC/ ST employees. A Liaison Officer for SC/ST has been appointed in each Zone of the Bank who takes care of all matters and grievance redressal of SC/ST employees of that Zone. Meeting with SC/ST Welfare Association With a view to have direct dialogue and review of reservation and other special provisions for SC and ST, your Bank holds quarterly meetings with the representatives of SC/ST Welfare Association of the Bank. Your Bank's Chairman and Managing Director and Senior Executives including the Chief Liaison Officer for SC/ST participate in such meetings. Bharat Ratna Dr. Babasaheb Ambedkar Memorial Trust Your Bank has established the "Bharat Ratna Dr. Babasaheb Ambedkar Memorial Trust" in 1991 for promoting welfare activities for the benefit of SC/ST employees and their family members. Apart from scholarships to children of employees belonging to SC/ST, the Trust also provides scholarship to needy students belonging to SC/ST community, in general, in major centres of the country. Visit of National Commission for Scheduled Castes The National Commission for Scheduled Castes visited your Bank at various places during the year as shown in the following table to review the implementation of the reservation policy of the Government of India for SCs in your Bank, had discussions and interactions and examined the level of implementation of the policies and programmes. Sr Place of Meeting Date No 01 Jaipur 26.05.2012 02 Dehradhun 25.07.2012 03 Bangalore 22.08.2012 04 Bhopal 27.09.2012 The National Commission for SCs for verification of Rosters and other working service safeguards visited the Bank at Baroda on 05.12.2012 and also at Jaipur on 31.01.2013. The suggestions and guidance of the Commission are being scrupulously observed by your Bank. Various other commissions and parliamentary committees formed for promoting the welfare of different backward classes and safeguarding the interest/working conditions of different sections of society also visited your Bank as per the details given below and were apprised of the steps taken by the Bank in implementing all the relevant government guidelines and the different welfare measures adopted by the Bank to ensure their overall development and meeting of social objectives. - The National Commission for Safai Karamcharis at Goa on 11.02.2013 - Study visit of the Committee on Government Assurances, Rajyasabha (for Persons with disabilities) at Mumbai on 22.01.2013 - Meeting with Parliamentary Committee on Welfare of OBCs at Mumbai on 07.02.2013. Business Process Re-engineering (Project NAVNIRMAAN) After almost four years of the BPR-led transformation, your Bank now stands tall in the Indian Banking space. First ever Annual Conference of Indian Public Sector Banks on Business Process Reengineering (BPR) was hosted by Bank of Baroda in Mumbai on 14 July, 2012, along with Union Bank of India under the aegis of the Ministry of Finance, Government of India. Key areas of the "NAVNIRMAAN" Transformation - Your Bank has created the "Baroda-Next" line of branches with a modular design, clear front/back office separation, comfortable customer waiting area, suitable frontline automation and dedicated sales & service teams at all metro and urban centres. - It has carried out the upgradation of Back Offices through: - Process Redesign - Workflow-based Systems replacing Manual process and use of machines. - Enlargement (to make room for new work-step migration) - Your Bank has aggressively rolled out the Baroda-Next Branches and Back Offices across the country. - Your Bank has created a Sustainability enabler e.g. Documentation, Technology enablement, Performance Management and Training and Re-training. - Your Bank has rolled out the Sales processes at branch and enterprise-wide Sales Accountability Model (Baroda-Next Sales Operating Model). - Your Bank undertakes periodic customer and Employee Satisfaction Surveys for impact evaluation. The BPR performance of your Bank has created a positive impact both in terms of business growth and customer/ employee satisfaction through the following. - Baroda-Next Branch- Around 1,382 metro/urban branches have been rolled out as Baroda Next branches in your Bank so far. - Branch Front-end Automation- The Queue Management System (QMS) & Cheque Deposit Machine (CDS) machines are installed in 93 and 40 branches, respectively. - City Back Office (CBO) - Clearing operations have been centralized for all branches (linked to CBO). Three CBOs at Mumbai, Ahmadabad and Surat have been automated. - Regional Back Office (RBO) - Altogether 2,925 and 3,900 branches are linked for CASA opening and PCB (Personalized Cheque Book) issuance, respectively. - Credit centralization Pilot (RLF/ SMELF) - The Retail and SME credit centralization pilot is under progress at the Loan Factories in Baroda. - Rollout Sales Operating Model at each Baroda Next branch- The Sales Operating Model at 32 Regions covering 739 Baroda-Next branches has been rolled out. - Mid-corporate vertical- Separate Mid-corporate vertical has been created and 15 Mid-corporate branches have been opened at important locations. - Academy of Excellence- Continuous sensitization, training and capability building at all levels remain an integral part of the Baroda Next rollout programme. It involves a Zonal /Regional Kick-off, Branch Meeting; Boot camp, Branch-based Training, External Sales Trainings and Conclaves. - Sustainability of Navnirmaan initiatives/impact- A certification procedure for Baroda Next branches has been introduced in terms of which process compliance/ adherence are being evaluated by your Bank's Internal inspectors and CSAT/ESAT are being evaluated externally by the Market Research Agencies. Marketing During FY13, your Bank continued to promote its brand and various products and services through advertising, customer engagement programs and in-branch display. In the process, your Bank endeavoured to use different media vehicles such as Print, Electronic and OOH apart from supporting the on- ground activities undertaken by branches in the Zones/Regions. The highlights of various marketing/communication activities undertaken during FY13 are given below. Your Bank initiated a unique Brand Engagement Program titled 'Bank of Baroda Canvass Competition' on 14th November 2012 - Children's Day, to create a platform for building a long-term relationship with a younger audience as well as their influencers i.e. parents/teachers. The Competition was designed to invite entries from school children across the country on a pre-determined topic and winning entries were selected on National/Zonal/Regional levels by a select panel of judges. Your Bank's mascot i.e. 'Stickman' was also leveraged extensively during the Competition to help establish a brand- association with the Target audience. A judicious mix of Print & Radio Media was used in the Campaign to maximise the number of entries in the Competition. Around cities, where our Regional Offices are present, were primarily targeted. A total of 1.98 Lakh students representing over 3,000 schools from across the country participated in the Competition, during a short span of 45 days, giving your Bank an opportunity to engage with them in the near future. Your Bank undertook various Product Promotion Campaigns to promote its products and services amongst target audience through advertising across different geographies. The focus was on providing information on various products and services, particularly Savings Deposits, Current Deposits, NRI Deposits, Home Loan, Car Loan, SME Loans and Alternate Delivery Channels through judicious use of various media vehicles. Information relating to expansion of branch network, both domestic and overseas, was also given due publicity largely through print medium which helped in enhancing your Bank's brand image & visibility. Your Bank also took the initiative of educating its customers through publication of special literature on Alternate Delivery Channels and products & services relating to SME segment. It also participated in various events such as Pravasi Bhartiya Diwas 2013, FICCI - IBA Banking Conference, Dun & Bradstreet - Exporter's Excellence Awards, MINT Annual Banking Conclave, CII's Manufacturing Summit and Standard Chartered Mumbai Marathon 2013, among many others to interact with customers and also for creating brand association with them. During FY13, as part of its Public Relations task, your Bank had wide Media Coverage of its activities across the country which helped in maintaining the Bank's Brand image. Your Bank also won several awards from reputed Media Houses and other Organizations during the Year on various business parameters, a list of which is appended below. Awards and industry Recognition for Bank of Baroda Your Bank received several awards during FY13, for its consistent outstanding and all-round performance (both business and financial), superior management, dedication to excellence and contribution to rural economy and financial inclusion. Given below are a few select awards won by Bank during the year FY13 - Bloomberg UTV Financial Leadership Award -Best PSU Bank - 07.04.012, Mumbai - Best CIO Award of BFSI sector from Institute of Public Enterprises, 2012 - June, Hyderabad - Reserve Bank Rajbhasha Shield - 29.06.2012, Mumbai a) First Prize in Region A b) Second Prize in Region B c) Consolation Prize in bilingual house journal - Bob Maitri - The Sunday Standard FINWIZ 2012 Awards - 20.08.2012, New Delhi - Best Indian Bank - Large (Runner Up) - Best Public Sector Banker - Large (Runner Up) - Dun & Bradstreet - Polaris Financial Technology Banking Awards - 24.08.2012, Mumbai a) Best Public Sector Bank under the category Global Business Development b) Overall Best Public Sector Bank - Banking Technology Award-2011 by IBA - 27.08.2012, Mumbai a) Use of Technology in Training & e-learning - Winner b) Best Customer Relationship initiatives - 1st Runner up c) Best use of Business Intelligence - 1st Runner up d) Best use of mobility tech in Banking - 2nd Runner up e) Best Risk management & Security initiatives - 2nd Runner up - Silver Trophy for effective implementation of Automated storage Management & Oracle RAC from SKOCH Digital Inclusion Award- 2012, 04.09.2012, New Delhi - Business India Best Bank Award 2012 - 14.09.2012, Mumbai - Indira Gandhi Rajbhasha Shield Competition, New Delhi a) First Prize - 14.09.2012 b) Second Prize for Akshayyam in Hindi House - Journal Competition - (Association of Business Communicators of India) ABCI Awards 2012, 19.10.2012 a) Special Column (English) - Bobmaitri, Silver Trophy b) Special Column (Language) - Akshayyam, Silver Trophy c) Corporate Web-site - Bank of Baroda website, Silver Trophy - Forbes India Leadership Award - Best CEO Public Sector, 28.09.2012, Mumbai to Shri M D Mallya - CNBC TV18 - 'India Best Banks and Financial Institutions Award 2012' - Best Public Sector Bank, 17.10.2012, Mumbai presented to Shri M D Mallya - Best Large Bank 2012 - Business World November 26th 2012 Issue - Best Large Bank 2012 - Business Today - KPMG - December 2012 - Best Public Sector Bank Award by State Forum of Bankers Club, Kerala, December 2012, at Ernakulam - Business Standard Banker of the Year (2011-12) was conferred on Shri. M D Mallya, Former CMD of Bank of Baroda in January 2013. Conferred on 23.03.2013. - My FM Stars of the Industry Award for Excellence in Banking (PSU) - Silver awarded by Radio FM on 14.02.2013 in Mumbai - My FM Stars of the Industry Award for Excellence in Home Loan Banking - Bronze awarded by Radio FM on 14.02.2013 in Mumbai - FE Best Banks Award 2011-12 for 'Best PSU Bank' awarded by Financial Express Group on 20.02.2013 in Mumbai - "Strategic Communication and Leadership Award" by Asian Confederation of Business and World CSR Congress at Corporate Affairs Award Ceremony, Mumbai on 18/02/2013 - The Most Efficient Public Sector Bank by Dalal Street Investment Journal on 23/03/2013. - National Award for 2011-12, conferred for excellence in the field of Khadi & village Industries by Khadi & Village Industries Commission on 3rd April,2013 Premises Re-Engineering and Ambience Enhancement Given below are the major achievements of your Bank in the area of "Premises re-engineering and ambience enhancement" during the year FY13. - Your Banks' administrative office cum residential complex at Jamshedpur was completed. It was equipped with ultra modern gadgets and systems with energy efficient equipments, rain water harvesting system and eco- friendly materials. Your Bank's presence by this building in the Steel City is admired by one and all. Now, it has become landmark building of Jamshedpur city. - As per the directives from Ministry of Finance, your Bank linked its Corporate Office and all Zonal and Regional Offices through State-of-the Art Video Conferencing systems with MPLS Connectivity. Interaction of functional heads through VC has expedited the decision making process in a more efficient and cost effective manner. - Your Bank is also marching towards technology based initiatives in the form of e-tendering, e-procurement, etc., and implemented these initiatives in a phased manner during FY13. - All payments to vendors are being made through RTGS/ NEFT or credit to beneficiary account. - In tune with your Bank's policy to have its administrative offices in owned premises, your Bank purchased land at Bangalore (Karnataka), Hyderabad (AP), Faizabad (UP) Indore (MP), Udaipur, Haldwani (Uttrakhand ), Dehradun (Uttrakhand), Jaipur (Rajasthan) and New Raipur (Chhatisgarh) for construction of commercial buildings. - Looking to the ever increasing rentals, a need is being felt to use every nook and corner of the available premises. Layouts were revisited while renovation and furnishing of branches/offices was done by introducing eco-friendly and ergonomically designed sleek furniture items. The area norms for acquisition of the premises were also reviewed and implemented. - To have uniformity in systems and procedures pan-India, Premises Policy Guidelines, Constructions Manual, Refurbishment Manual were formulated and agencies for modular and chairs were also identified for quick procurement of the furniture items and to have similar and identical design to get aesthetically pleasant look. Projects implemented during FY13 - Your Bank constructed a commercial complex at Mylapore, Chennai having Zonal Office, Branch & Currency Chest. - A residential complex at Cenotaph Road, Chennai was constructed wherein there were three 3-BHK flats, twelve 2-BHK and one General Guest house, and state of the art VIP guest house. - Your Bank constructed a residential complex at East of Kailash, New Delhi wherein there are 14 executive flats (four 3BHK flats, ten 2BHK flats) and one top executives/ guest house. - The construction of commercial cum residential complex at (Tata Nagar) Jamshedpur was wherein there are 23 2-BHK flats. Projects under implementation - The construction of residential complex at Janakpuri, New Delhi of your Bank is in the advanced stage of completion. - The construction of office building cum currency chest at Varanasi is also nearing the completion. - The construction of Multi storey integrated office building at Jaipur is in the advanced stage of completion. - The construction of BSVS at Ajmer, Banswada, Dungarpur, Pratapgarh are also under implementation. - The construction of administrative and residential buildings at New Raipur is under implementation. - The construction of residential cum commercial complex at Indore (MP) is under implementation. Future Plans for Estate Management - To facelift the Bank's Building at Parliament Street, New Delhi - To redevelop the Ram Nagar Premises at Coimbatore, to have optimum utilisation of available space for Branch/ officers' flats. - To construct an own building for Disaster Recovery Site at Hyderabad. - To renovate the Bank of Baroda Institute of Information Technology at Gandhinagar (Gujarat) - To undertake the redevelopment of Bhandup Staff Quarters building, Mumbai, thereby to construct about 138 residential flats for transferee Officers/ Executives. - To undertake the redevelopment of Jogeshwari Staff Quarters, Mumbai, to construct a building for residential and commercial use. - To construct a training centre at Bangalore. - To construct an Administrative Regional Office Building at Faizabad. - To construct the BSVS at various centres across India as per the directives from the Government of India. Domestic Subsidiaries and Associates The performance of "Subsidiaries, Joint Venture & Associates" of Bank of Baroda was satisfactory during FY13. The BOBCARDS Limited turned around during FY11 and made profit during FY12 and FY13. The Company has focused on all qualitative aspects of business development, which has resulted in better profitability, quality card base and ME base. The Company has introduced a range of Platinum Cards with premium features like added privileges & offers. The Company has drawn up aggressive plans for enlargement of Card & Merchant Base. The BOB Capital Markets Ltd. has been activated by recruiting a professional team. The focus is on investment advisory services, Debt & Equity Syndication and Capital market activities. The Company commenced institutional broking business and has also launched an Online Institutional Trading Platform from October 2009. The Company commercially launched an On-Line Retail Trading platform on July 20, 2012. The Nainital Bank Ltd. was promoted by Late Bharat Ratna Pandit Govind Vallabh Pant and others and became Associate Bank of Bank of Baroda in the year 1973. Today, the shareholding of Bank of Baroda in Nainital Bank Ltd. is 98.57% and is a subsidiary of the Bank. The State of Uttarakhand, vide its communique dated August 3, 2012, has notified that The Nainital Bank Limited be treated at par with other PSU Banks. The Bank has initiated branch expansion initiatives and has already established a Regional Office at Dehradun and has aggressive plans to ramp up its scale of operations. The Bank has launched e-stamping facility in 15 branches and has initiated several new IT initiatives such as Mobile banking & e-banking, etc. Baroda Pioneer Asset Management Company Ltd. is a joint venture with Pioneer Global Asset Management SpA and is in its fifth year of operation. During the year under review, the Company was able to strengthen its AUM significantly which rose by 75.0% on year on year basis as of Mar'13 and was able to add one lakh folios despite weak sentiments prevailing in Debt & Equity markets. The key to this growth was strong focus on the institutional segment which helped the Company grow its debts & money market products coupled with focus on Systematic Investment Plans for retail investors. Several new NFOs were launched during the year and two new channels were added to take care of the third party products. The Company has increased the number of investor servicing points from 77 to 203 during the year under review. IndiaFirst Life Insurance Company Ltd. is a joint venture company with Andhra Bank and Legal & General Group, U.K. It commenced its business operations on 16th November 2009 and has received an overwhelming response for its products across the country. The Company has outperformed the industry by having maximum year on year growth of 34.0%. The Company was the 22nd entrant in the Life Insurance space & has become the 8th largest player among private players within a span of less than four years. The IndiaFirst has launched MagicBoard, a one- of- its kind portable sales process tool. The Company has won Model Insurer Award (Asia) for the 3rd successive year. India Infradebt Ltd. is a joint venture company with ICICI Bank Ltd., ICICI Home Finance Company Ltd., Citicorp Finance (India) Ltd. and Life Insurance Corporation of India. The Company was incorporated on Oct 31, 2012 in Mumbai and has been issued registration certificate No. N-13.022039 dated 08.02.2013 by the RBI to operate as an infrastructure Debt Fund - Non Banking Financial Company (IDF-NBFC). The Company's principal activity is to refinance part of the debt liabilities of the project companies. (Rs. lakh) Entity (with date of Owned Total Net Country Offices Staff registration) Funds Assets Profit BOB Capital Markets India 13,591.17 15,018.28 596.79 1 30 Ltd., 11 Mar, 1996 BOBCARDS Ltd 29 India 14,546.46 16,019.04 1,922.74 33 102 Sept, 1994 Baroda Pioneer Asset Mgmt Co. Ltd., 5 Nov, India 1,749.46 2,525.75 -1,871.98 1 88 1992 lndiaFirst Life India 37,586.92 4,19,621.90-3,958.40 35 1,476 Insurance Co. Ltd., 19 June, 2008 Nainital Bank Ltd, 31 India 40,065.36 4,31,808.79 5,106.10 107 830 July, 1922 India Infra debt Ltd. India 30,801.66 30,813.10 801.66 1 1 31.10.2012 Implementation of Official Language (OL) Policy During the period under review, your Bank made significant progress with regard to implementation of Official Language policy and ensured compliance of various statutory requirements of Official Language Act/Official Language Rules. Your Bank could achieve all major targets set by the Government o India under its Annual Implementation Programme and fulfilled the assurances given to the Committee of Parliament on Official Language. In recognition of your Bank's outstanding performance, the Bank was awarded 1st prize in Indira Gandhi Rajbhasha Shield by Shri Pranab Mukherjee, Hon'ble President of India. Your Banks' in-House Hindi Magazine-Akshayam was also awarded Second prize at the hands of Shri Pranab Mukherjee, Hon'ble President of India for the year FY12. During the year FY13, your Bank's In-House Magazine 'BOBMAITRI' and Hindi magazine 'AKSHYAAM' got 3rd prize in the RBI Rajbhasha shield Competition. The Town Official Language Implementation Committees functioning at Jaipur and Baroda under your Bank's convenorship were awarded 1st prize for their outstanding performance by the Department of Official Language, Government of India. Your Bank's Zonal Office at Pune, Regional office at Jodhpur and Zonal office at Ahmedabad too got 1st, 2nd and 3rd prizes, respectively. Your Bank's in-House Hindi Magazine 'Akshayyam' was awarded with 'Gold Prize under Indian Language Publication category by the 'ABCI' and 'Apni Baat' with silver prize under special column (Language) category. In addition to the above two magazines, a publication of your Bank's Hindi web Magazine Baroda Hindi.com has been popularsing the use of Hindi language through technology. The Hindi magazines are regularly published by different Town Official Language Implementation Committees functioning under your Banks' convenorship. The Town Official Language Implementation Committees functioning under the convenorship of your Bank discharged their responsibilities excellently. During the year, three newly constituted Town Official Language Implementation Committees started functioning at Jalandhar, Varanasi and Haldwani under your Bank's Convenorship and now your Bank is the Convenor of nine Town Official Language Implementation Committees. The Third Sub-Committee of Parliament on Official Language visited your Bank's branches at Jaisalmer, Vikas Nagar and Rudraprayag and appreciated the efforts put in by the Bank in the area of Official Language Implementation. Your Bank was able to come out with a Programme to generate and print pass books and account statements in Hindi at the branches situated in linguistic regions A and B, through Finacle System on the CBS platform. During the year under review, your Bank started printing the ATM slips in Hindi for the convenience of customers and introduced a display of ATM screen in Gujarati and Marathi languages in addition to Hindi and English. During the year, 'Pragati online package' was also developed for consolidation of quarterly progress report regarding the use of Hindi and online submission of Hindi reports. During FY13, Hindi version of your Bank's Book of Instructions was uploaded on the Bank's Intranet. During the year FY13, your Bank published two books in Hindi namely "Financial Inclusion & Indian Languages" and "Samvaad" for prorogating the use of Hindi in the Indian banking industry. Board of Directors Shri S. S. Mundra appointed as the Chairman and Managing Director of the Bank w.e.f. 21.01.2013 by the Central Government u/s 9 (3) (a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the office till 31.07.2014 i.e. the date of his superannuation or until further orders, whichever is earlier. Shri P. Srinivas appointed as a Whole Time Director (designated as Executive Director) w.e.f. 18.06.2012 by the Central Government u/s 9 (3) (a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, to hold office up to 30.06.2016 i.e. the date of his superannuation or until further orders, whichever is earlier. Shri Sudhir Kumar Jain appointed as a Whole Time Director (designated as Executive Director) w.e.f. 18.06.2012 by the Central Government u/s 9 (3) (a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 for a period of five years, or until further orders, whichever is earlier. Shri Ranjan Dhawan appointed as a Whole Time Director (designated as Executive Director) w.e.f. 01.11.2012 by The Central Government u/s 9 (3) (a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, to hold office up to 30.09.2015 i.e. the date of his superannuation or until further orders, whichever is earlier. Shri N. S. Srinath, a Whole Time Director (designated as Executive Director) ceased to be a Director with effect from 01.06.2012 on completion of his term. Dr. (Smt.) Masarrat Shahid, a part time non- official Director ceased to be a Director with effect from 29.10.2012 on completion of her term. Shri Rajiv Kumar Bakshi , a Whole Time Director (designated as Executive Director), ceased to be a Director with effect from 01.11.2012 on completion of his term. Shri M. D. Mallya, Chairman and Managing Director, ceased to be a Director with effect from 01.12.2012 on completion of his term. Directors' Responsibility Statement The Directors confirm that in the preparation of the annual accounts for the year ended March 31, 2013: - The applicable accounting standards have been followed along with proper explanation relating to material departures, if any; - The accounting policies framed in accordance with the guidelines of the Reserve Bank of India, were consistently applied. - Reasonable and prudent judgment and estimates were made so as to give true and fair view of the state of affairs of your Bank at the end of financial year and of the profit of your Bank for the year ended on March 31, 2013; - Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the applicable laws governing banks in India; and - The accounts have been prepared on a going concern basis. Acknowledgement The Directors express their sincere thanks to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, other regulatory authorities, various financial institutions, banks and correspondents in India and abroad for their valuable guidance and support. The Directors acknowledge with appreciation the assistance and cooperation extended by all stakeholders of your Bank like customers, shareholders and well wishers in India and abroad. The Directors place on record deep appreciation for the hard work and dedication of the members of your Bank's staff at different levels, which enabled your Bank to record high quality, consistent growth year after year despite economic challenges and consolidate its position as one of the premier banks in the country. For and on behalf of the Board of Directors, S. S. Mundra Chairman and Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the One Hundred and Fourth
Annual Report of Your Bank with the audited Balance Sheet, Profit &
Loss Account and the Report on Business and Operations for the year
ended March 31,2012 (FY12).

Performance Highlights

- total Business (Deposit Advances) increased to Rs 6,72,248 crore
reflecting a growth of 25.86%.

- Business per Employee moved up from Rs 1,229 lakh to Rs 1,466 lakh
on year.

Segment-Wise Performance

The Segment Results for the year FY12 reveal that the contribution of
Treasury Operations was Rs 887.72 crore, that of Corporate/Wholesale
Banking was Rs 965.87 crore, that of Retail Banking was Rs 2,782.37
crore, and of Other Banking Operations was Rs 2,959.73 crore. Your Bank
earned a Profit after Tax (PAT) of Rs 5,006.96 crore after deducting Rs
1,569.89 crore of unallocated expenditure and Rs 1,018.84 crore towards
provision for tax.

Dividend

Your Bank's Directors have proposed a dividend of Rs 17 per share (on
the face value of Rs 10/-per share) for the year ended March 31st,
2012. The total outgo in the form of dividend, including taxes, will be
Rs 812.29 crore.

Capital Adequacy Ratio (CAR)

Your Bank's Capital Adequacy Ratio (CAR) was comfortable at 14.67%
under Basel II as on 31st March 2012.

Given below are the details of your Bank's major achievements on
business front during the year FY12.

Resource Mobilisation and Asset Expansion

The share of Bank's Deposits in total resources stood at 86.04% as of
31st March 2012. The Total Deposits grew from Rs 3,05,439.48 crore to
Rs 3,84,871.11 crore, reflecting a growth of 26.01% over the previous
year. Of this, Savings Bank Deposits - an important constituent of low
cost deposits - grew by 15.71% from Rs 64,454.04 crore to Rs 74,579.53
crore. The share of low cost deposits (Current Savings) in Total
Deposits was at 26.90% and in Domestic Deposits at 33.18%.

Your Bank's Total Advances expanded by 25.67% during FY12 led by
19.28% expansion in Domestic Advances and 43.92% expansion in Overseas
Advances.

Composition of Funds - Global

Particulars End End Growth
March 2011 March 2012 (%)
(Rs crore) (Rs crore)

Deposits 3,05,439.48 3,84,871.11 26.01

- Domestic 2,33,323.30 2,80,135.26 20.06

- Overseas 72,116.18 1,04,735.85 45.23

Borrowings 22,307.85 23,573.05 5.67

Global Advances

Particulars End End Growth
March 2011 March 2012 (%)
(Rs crore) (Rs crore)

Advances 2,28,676.36 2,87,377.29 25.67

- Domestic 1,69,407.86 2,02,075.39 19.28

- Overseas 59,268.50 85,301.90 43.92

Wholesale Banking

A strong corporate credit culture and healthy growth in credit

- moderately above Banking industry average have been the consistent
differentiators of Bank of Baroda for the past four years.

In fact, your Bank's Wholesale Banking Division offers a full range
of loan products and services such as Term Loans, Short-Term Loans,
Demand Loans, Working Capital Facilities, Trade Finance Products,
Treasury Products, Bridge Loans, Syndicated Loans, Infrastructure
Loans, Cross Currency/ Interest Rate Swaps, Foreign Currency Loans,
Loan Against Future Rent Receivables and many more to its large and mid
corporate clients depending upon their needs. The product offerings are
flexible and suitably structured taking into account the customers'
risk profiles and specific needs.

Based on the superior product delivery, passionate service orientation,
timely and speedier sanctions with a customer-centric approach, your
Bank has made significant achievements in providing an array of
Wholesale Banking products and services to several multinationals,
domestic business houses and prime public sector companies.

The Department places major thrust on faster delivery through efficient
channels and adoption of better practices in credit administration.
During FY12, the efforts were also made to improve the speed of
decision making without compromising the quality of decision.

During FY12, the non-food credit growth, in general, remained low in
the Indian banking industry. However, even during this phase, your
Bank's Wholesale Banking Division created 130 new relationships
through its Fast Track Desk. The department sanctioned fresh/increased
credit facilities to the tune of Rs 60,955 crore during the year to
various sectors /industries with projects /units spread across the
country.

Under Wholesale Banking, the corporate customers are identified as
large and mid corporates. Those having annual sales turnover of between
Rs 150 crore to Rs 500 crore are classified as mid-corporates, and
those with sales turnover over Rs 500 crore are classified as large
corporates.

Sensing the need to focus and serve the potential mid corporate
segment, your Bank took an important initiative of opening specialized
Mid Corporate Branches in various potential locations throughout the
country. These branches are equipped with mix of experienced and
professionally qualified staff. Attaching high importance to the
segment, your Bank arranged for training in soft skills plus
domain-expertise knowledge for its staff identified for these
specialized branches through an International Management Consultancy
firm.

Your Bank also opened one more specialized CFS (Corporate Financial
Services) Branch taking total number of CFS Branches to eleven.

Your Bank's Wholesale Banking Department also has a full-fledged
'Project Finance Division' (PFD). The PFD is well equipped with
professionals from various disciplines and undertakes TEV (i.e.
Technical Evaluation & Viability) studies for clients of your Bank as
well as that of other banks. The Department is also equipped with
Syndication Desk to syndicate domestic funding requirement of the
clients. The Department earns significant fee-based income by carrying
out TEV studies, vetting of projects and through syndication deals.

Your Bank attaches higher degree of importance to the quality of
appraisal and efficient processing of credit proposals at all levels to
maintain the asset quality and realizes the importance of skilled and
motivated employees to achieve the same. Keeping this in view, your
Bank continued its thrust on regular grooming of Credit and Forex
Officers. Your Bank also continued to recruit specialized officers from
campuses and lateral recruitment of professionals cum experienced
staff.

Retail Business

As in the past, Retail Business continued to be one of the important
segments of overall business during FY12. Your Bank's performance
under its Retail Banking Segment during the year under consideration is
as under.

Growth under Retail Lending

Your Bank's Retail Loan Book consisted of five key products (namely
Home Loan, Auto Loan, Education Loan, Traders Loan and Mortgage Loan)
which together constituted 74.0% of total retail loans and other
products namely LABOD/ ODBOD that constituted 21.0% of total retail
loans during FY12. Besides, the products like Baroda Personal Loan and
other miscellaneous product viz. Doctors Loan, Loan against Government
securities etc contributed around 5.0% to total retail loans.

Total Retail Loan outstanding as on 31st Mar, 2012 was Rs 35,668 crore
as against the level of Rs 32,435 crore as on 31st Mar, 2011. A growth
of Rs 3,233 crore (9.97%) was registered under total retail loans
during FY12 as against a growth of 33.76% (Rs 8,187 crore) registered
during FY11. The growth in retail business of your Bank during FY12 was
in line with the overall segmental business trend witnessed by the
Indian banking industry.

Growth under Five Key Retail Products

Under five key products which constituted 74.0% of total retail loans,
an absolute growth of Rs 3,102 crore (13.43%) was registered during the
year FY12 as against a growth of Rs 4,095 crore (21.56%) during the
previous financial year.

Under Home Loans, an absolute growth of Rs 1,594 crore (12.71%) was
registered during the year FY12 as against a growth of Rs 2,227 crore
(21.59%) during the previous year.

Under Auto Loans, an absolute growth of Rs 384 crore (18.76%) was
registered in FY12 as against a growth of Rs 612 crore (42.58%) during
FY11.

Under Baroda Traders Loans, an absolute growth of Rs 876 crore (18.63
%) was registered in FY12 as against a growth of Rs 852 crore (22.15%)
during FY11.

Under Baroda Mortgage Loans, an absolute growth of only Rs 97 crore
(4.68%) was registered during FY12 as against a growth of Rs 176 crore
(9.40%) during FY11.

Under Education Loans, an absolute growth of Rs 150 crore (8.72%) was
registered during FY12 versus a growth of Rs 226 crore (15.11%) during
FY11.

Under LABOD /ODBOD, a growth of Rs 2,307 crore was registered. Under
Baroda Personal Loans, a negative growth of Rs 2,183 crore was posted
over the level of 31st Mar, 2011 due to repayment of Loan for Earnest
Money Deposits during the year FY12. The repayments of short term loans
primarily led to low growth under the total retail loans during the
year under consideration.

NPA under the Retail Loan

The amount of Non Performing Assets as on 31st Mar, 2012 under Retail
Loan was Rs 682 crore (1.91%) versus the level of

Rs. 662 crore (2.13%) as on 31st Dec, 2011 and Rs 649 crore (2.17%) as
on 30th Sept, 2011. As on 31st Mar, 2011,the NPA was at the level of Rs
580 crore(1.79%).

Savings Bank Deposits

Your Bank's overall Saving Deposits stood at a level of Rs 72,570
crore as on 31.03.2012 registering a growth of Rs 9,611 crore (15.27%)
over the level of Rs 62,959 crore as on 31.03.11. During the last FY
2010-11, a growth of Rs11,717 crore i.e. 22.87% was registered over the
level of 31.03.2010.

Retail Term Deposits

Retail Term Deposit of your Bank stood at the level of Rs 1,18,727
crore as on 31st Mar, 2012 as against the level of Rs 95,325 crore as
on 31st Mar, 2011 registering a growth of Rs 23,402 crore i.e. 24.55%
versus the growth of Rs 12,295 crore i.e. 14.80% registered during the
last financial year.

Under Total Retail Deposits i.e. Retail Term Deposit plus Savings
Deposits, an absolute growth of Rs 33,013 crore i.e. 20.85% was posted
during FY12 as against the growth of Rs 24,012 crore i.e.17.88.%
registered during FY11.

Initiatives in Retail Banking during FY12

New Products Launched

- Baroda First Wealth Pack, a combo of two products namely Baroda First
Savings Bank and Baroda First Regular Deposit jointly with two Insurance
Products namely ULIP & Term Insurance Plan was launched on 2nd Jan,
2012. Until end-Mar, 2012, a total of 53,516 Packs were sold by your
Bank.

- During FY12, a proposal was approved for increasing the maximum
limit under Baroda Home Loan to Resident Indians and NRIs/PIOs at all
Metro and Urban Centers from the existing Rs100 lakh to Rs300 lakh.

- Prepayment charges for foreclosure of Home Loan Accounts were
completely waived with effect from 15th Dec, 2011.

Business Initiatives

- Savings Bank Deposit Campaigns: For mobilizing low cost deposits, a
Savings Bank Deposit Campaign was launched on 1st Jun, 2011 for two
months. The period of this campaign was later extended upto 31st Aug,
2011 foreseeing the challenge of mobilizing savings bank deposits in a
rising interest rate scenario. To accelerate the pace of Savings Bank
accretion, Savings Bank campaign was reintroduced during 2nd Jan, 2012
to 31st Mar, 2012, besides the launch of a special incentive scheme

- Retail Loan campaign: With a view to harness the potential of
ongoing festive season and to augment your Bank's Retail Loan Book
with a special focus on Home Loans and Car Loans, a Retail Loan
Festival Campaign was launched during 26th Sept to 30th Nov, 2011.
Going by the success of Retail Loan Campaign, it was further extended
till 31st Mar, 2012, with a modification by increasing ROI concession
from 0.25% to 0.50% in Auto Loans. Both the SB Deposit Campaign and the
Retail Loan Campaigns yielded good results.

- Opening of New City Sales Offices: Nine City Sales Offices were
opened at Haldwani, Raebareilly, Faizabad, Raipur, Bhopal, Indore,
Bengaluru, Ghaziabad & Rajkot during FY12.

- Opening of New Retail Loan factories: Three new Retail Loan
factories were opened at Haldwani , Dehradun and Nasik during FY12.

- Delegation of Additional Discretionary Powers for Concessions: All
Zonal Heads of your Bank were delegated with powers for considering
concession to the extent of 100bps in the applicable interest rate on
Baroda Trader Loan for mobilizing fresh business & to augment Retail
Loan Book during FY12.

- Providing Group Life Insurance Cover: The Facility of Group Credit
Life Insurance cover was approved for Auto

Loans and Personal Loan Borrowers, in addition to facility presently
available for Home Loans & Education Loans. During FY12, a total of 18
death claims were settled by the insurers.

- Strategies adopted for Prevention of Frauds: A system of
verification of various steps undertaken by the branches for fraud
prevention under Retail Loans through a checklist was also introduced.

- Under the Home Loan Suraksha Beema Scheme (A Tie- up Arrangement
with National Insurance Co. Ltd) a total of ten Accidental Death
Insurance claims were settled by the insurer during the year under
consideration.

Wealth Management Services

As a part of its customer centric measures, your Bank has been
providing Wealth Management Services for its HNI & affluent customers
since June 2004. At present, your Bank provides various 3rd party
products in Life Insurance, Non Life Insurance including Health
Insurance, Mutual Funds & Equity Trading under tie-up arrangements with
different partners. Moving ahead further in the segment, your Bank
also formed two joint ventures with leading international brands in
Mutual Fund and Life Insurance.

The Baroda Pioneer Asset Management Co. Ltd., your Bank's joint venture
in mutual fund in association with Pioneer Investments of Italy and the
India First Life Insurance Co. a joint venture in life insurance with
Andhra Bank and L&G of U.K. have successfully positioned themselves in
the Indian marketplace with consistently improving performance since
their inception.

The year FY12 was destabilizing for Indian equities with wild
fluctuations impacting the overall sentiment of investors. In these
testing times, your Bank changed its strategies by focusing on mutual
fund investments through a SIP route to safeguard the customers from
the unpredicted movement in the market. The strategies were successful
with a large number of customers yielding benefits and your Bank's
business performance in the format being intact while nurturing a
disciplined saving/ investing habit amongst its customers. During the
last two years, your Bank has been endeavoring to widen the scope of
ASBA (application supported by Blocked Amount) facility by extending it
to a number of designated branches and enabling an on-line ASBA
Facility for its net banking customers. During FY12, your Bank
introduced Syndicate ASBA Facility for those customers who wish to make
IPO/FPO/NFO application through other intermediaries such as brokers.

It is heartening to note that the initiatives of your Bank under its
Wealth Management segment have been encouragingly contributing to its
overall non-interest income.

MSME Business

The Micro, Small and Medium Enterprises (MSME) segment is a vital
component of Indian economy. This sector accounts for around 40.0% of
the nation's total industrial production, 34.0% of industrial
exports, 95.0% of industrial units and 35.0% of total employment in
manufacturing and services sectors. The contribution of Services Sector
within the SME segment is quite significant; especially the IT enabled
services, hospitality services, tourism, couriering, transportation,
etc.

To give a focused attention to emerging SMEs in India, your Bank has
been considering other commercial units with a turnover up to Rs 150
crore at par with the SMEs. To promote the growth of SME Sector, your
Bank has launched a special and novel delivery model, viz. SME Loan
Factory, which at present, is operational in 46 centres of your Bank
and well accepted in the market place. The SME Loan Factory is an
innovative model for streamlining processes and for timely sanctions of
SME loan proposals. The model comprises of the Central Processing Cell
for speedy appraisal and sanctioning of proposals within the stipulated
deadline and a sales team to follow up on leads generated by branches.
Given its success, your Bank has plans to open more such loan factories
in the ensuing year. Your Bank has SME Loan Factories at all major
business centres across the country, viz. Agra, Ahmedabad, Allahabad,
Bangalore, Bareilly, Baroda, Bhilwara, Bhubhaneshwar, Bulsar, Bharuch,
Chandigarh, Chennai, Coimbatore, Dehradun, two Factories in Delhi,
Ernakulam,Gandhidham,Gorakhpur Hyderabad, Haldwani,Indore, Jaipur,
Jamshedpur, Jamnagar, Jodhpur, Kanpur, Kolhapur, Kolkata, Lucknow,
Ludhiana, 3 Factories in Mumbai, Meerut, Mehsana, Nagpur, Nashik,
Pune,Patna, Rajkot, Raipur, Surat, Shahajahanpur, Varanasi and
Vishakhapatnam. These SME Loan Factories sanctioned loans aggregating
Rs 18,619 crore during FY12 as against Rs 14,530 crore in the previous
year.

Growth of Business

The total outstanding in MSME Sector works out to Rs 34,512 crore as on
31st March 2012. The growth in lending to MSME Sector during the last
three years is given in the table below.

Year Growth (%, YoY)

2009-10 43.98%

2010-11 29.63%

2011-12 26.11%

The percentage growth of MSME credit during FY10 was relatively high as
the advances up to Rs 20 lakh to Retail Trade were classified for the
first time under the "Micro & Small Enterprises Sector" during this
year in line with the RBI's revised guidelines issued during
September, 2009. The growth rate was normalized during the year FY11.

The Bank took the following initiatives in its SME business

segment during the year under review.

- The SME advances of Rs 34,512 crore as of end-Mar 2012 reflected a
growth of Rs 7,147 crore (26.11%) over the SME advances of Rs 27,365
crore in the previous year.

- The advances of Rs15,455 crore to Micro Enterprises in total credit
of Rs 28,047 crore to MSE sector stood at 55.10% in FY12 comfortably
reaching the mandatory target fixed by the RBI.

- The SME advances as on 31st Mar, 2012 contributed 16.8% to the
gross domestic advances of your Bank.

- The advances to Micro & Small enterprises reached the level of Rs
28,047 crore as against the government set mandatory target of Rs
27,000 crore by end-Mar, 2012.

1. Your Bank introduced five new customer-centric area- specific
products to suit the local cluster needs during FY12 while renewing the
existing ten customer-centric area specific products.

2. Your Bank sponsored a Workshop on "Management Skills to source
financing and Management of Technology by SMEs" for entrepreneurs
arranged by AIMA at Hyedrabad, Ahemedabad, Jaipur.

3. Your Bank introduced "Protrack"{an e-tracking system for SME
credit proposals} with a view to have a firm control over turnaround
time.

4. Your Bank celebrated SME Festival from 1st January

2012 to 31st March, 2012 in order to give boost to SME advances. Some
concessions in rate of interest and service charges were also announced
for loans sanctioned during the festival period.

5. Your Bank participated in the Workshops arranged by the CGTMSE on
Bank Credit to Micro & Small Enterprises and the Role of Credit
Guarantee.

6. Your Bank focused on collateral free credit under the CGTMSE scheme
through special campaign.

7. To achieve total customer relationship through enhanced cross
selling, several meetings at different locations were conducted and
various trade bodies were involved at the national and the state level.

8. Your Bank undertook continuous knowledge updating and skill
building of processing/ marketing officers attached to its SME
factories through external training and special courses at the training
centers and staff college.

10. The MOU was entered by your Bank with the NSIC for sourcing
applications of MSME borrowers from it.

11. Your Bank released a booklet called Practical Guide to help
entrepreneurs by giving them information on Your Bank's SME products
and also on the CGTMSE scheme.

12. Your Bank also signed a MOU with four credit rating agencies for
rating of the SME accounts.

Rural and Agricultural Lending

As you all are aware, your Bank has always been a frontrunner in the
area of Priority Sector and Agriculture lending. It has been harnessing
the vast potential of the rural market through its wide network of
1,270 rural branches and 1,045 semi-urban branches.

Even during FY12, your Banks opened 314 new branches in rural and
semi-urban areas.

Your Bank is the proud Convener of State Level Banker's Committee
(SLBC)in the states of Uttar Pradesh and Rajasthan. Your Bank shoulders
the Lead Bank Responsibility in 45 districts in the states of Gujarat
(12),Rajasthan (12), Uttar Pradesh (15), Uttaranchal (2), Madhya
Pradesh (2) and Bihar (2).

Your Bank has also sponsored five Regional Rural Banks (RRBs) in
various states with a network of 1,300 branches and total business of
Rs 21,700 crore as of end-March, 2012.

Performance of Priority Sector Lending in FY12

Priority Sector Advances of your Bank surged from Rs 57,364 crore as at
the end-March 2011 to Rs 68,527 crore as at the end-March 2012 and
formed 43.37% of the Adjusted Net Bank Credit (ANBC) against the
mandated target of 40.00%.

Agriculture Advances: The Direct Agriculture advances of your Bank rose
to Rs 21,423 crore with a rise of 24.86%over the previous year with an
absolute growth of Rs 4,266 crore during the year. The total
agriculture advances of your Bank recorded a growth of 18.38% over the
previous year and rose to Rs 29,036 crore as at end-March 2012. Your
Bank's Direct Agricultural advances formed 13.56% of ANBC as at
end-March 2012 against the mandated target of 13.50%. Even the Total Agricultural Advances were at 18.06% of ANBC against the mandated
target of 18.00%.

Under its flagship agriculture loan product "Baroda Kisan Credit
Card", your Bank issued as many as 3,09,685 Credit Cards during FY12
to provide credit to farmers. Your Bank financed as many as 3,73,283 new
farmers during FY12. As a part of its microfinance initiatives, your
Bank credit linked 19,455 Self Help Groups with an amount of Rs 214
crore during FY12 thereby taking the total number of SHGs credit linked
to 1,54,397 amounting to Rs1,171 crore.

Business and Social Initiatives

Your Bank introduced various initiatives/strategies during FY12 to
harness the emerging opportunities for rural and agriculture lending.
Some of them are mentioned below.

1. To augment the Agriculture advances, your Bank conducted special
campaigns viz. Kharif and Rabi campaign for crop loans under which the
disbursements of Rs 3,676 crore and Rs 2,013 crore were made
respectively. Another Campaign for Investment Credit was also launched
under which disbursements of Rs 1,178 crore were made.

4. Your Bank formulated various area-specific schemes tailor made to
the needs of local requirements, particularly where there is a
concentration of industries like Rice Mills, Cold storages, cotton
ginning units, Poultry units, etc. Suitable concessions in rate of
interest, charges, etc. were allowed under these schemes to garner
maximum possible business. As many as 22 area specific schemes were
formulated to increase your Bank's agricultural lending.

Baroda Grameen Paramarsh Kendra (BGPK) is another initiative undertaken
by your Bank to help the rural community by providing credit
counseling, financial literacy and other services like information on
the prices of agricultural produces, scientific farming, etc. Your Bank
had 52 BGPKs as on 31st March, 2012.

About ten more Baroda Swarojgar Vikas Sansthan (BSVS),Baroda R-SETI
Centers were opened during FY12. With this, the total number of BSVS
has gone up to 46. Thus, each of your Bank's Lead Districts now has a
R-SETI as per the GOI guidelines. Ajmer BSVS centre is exclusively for
women entrepreneurs. The BSVS are primarily the institutes for training
the youth and imparting knowledge and skills required for taking up
self-employment ventures. During FY12, 42,786 youth beneficiaries were
trained out of which 25,791 have established self-employment ventures.
Out of the total 1,22,228 beneficiaries trained by these centers so
far, 75,050 have established their self employment ventures.

Financial Literacy and Credit Counseling Centres (FLCC)-"SARATHEE"

Based on the guidelines issued by the RBI, your Bank has established 39
FLCCs, christened as "SARATHEE" to impart financial literacy and
credit counseling services to the needy to help them avail financial
services from Banking system and also to provide counseling services to
those who are under financial distress due to debt burden.

Your Bank has opened these centers under its BSVS trust and counseling
services are provided to the concerned free of cost.

Your Bank has opened 21 new FLCCs during FY 12, taking the total number
of FLCCs to 39 by end-Mar, 2012.Your Bank will be opening FLCCs in each
of its lead district in due course.

Business Facilitators Model

This model has been implemented across the country to accelerate
Financial Inclusion of the excluded segment as well as to augment
agriculture portfolio. Business Facilitators will mainly canvass loan
applications for your Bank for which Bank will pay them compensation.
Individuals including retired Bank and Government staff, NGOs, Farmers
clubs and SHGs are engaged as agents to greatly improve your Bank's
outreach in the rural/semi-urban areas.

Micro Loan Factory

Your Bank has a opened Micro Loan Factoryat Rae Bareilly and Sultanpur
in U.P. The Micro Finance Loan Factory has a mobile van with facilities
and all related stationeries/ documents on SHG financing. It is manned
by officers who are duly authorised to sanction and disburse loans upto
Rs 25,000 to SHGs on the spot and at their door steps.

Performance of RRBs Sponsored by the Bank

Your Bank has sponsored five RRBs as under.

- Baroda Uttar Pradesh Gramin Bank,

Head Office: Raebareli.

- Baroda Rajasthan Gramin Bank,

Head Office: Ajmer.

- Baroda Gujarat Gramin Bank,

Head Office: Bharuch.

- Nainital-Almora Kshetriya Gramin Bank,

Head Office: Haldwani.

- Jhabua-Dhar Kshetriya Gramin Bank,

Head Office: Jhabua.

The aggregate business of these five RRBs rose to Rs 21,693 crore as of
March, 2012 from Rs 18,803 crore as at end-March, 2011, registering a
growth of 15.37%.

The five RRBs together posted a Net Profit of Rs 120 crore during FY12
as against Rs 117 crore earned during FY11.

The "Net Worth" and the "Reserves and Surplus" of all these
RRBs put together improved from Rs 730 crore at end-March, 2011 to Rs
883 crore at end-March, 2012 and from Rs 453 crore at end-March, 2011
to Rs 566 crore at end-March, 2012, respectively.

- As per the original communication received from RBI in January
2010, your Bank prepared a Financial Inclusion (FI) plan to cover
20,000 villages under Financial Inclusion within a span of three years
commencing from 2010-11 to 2013-14.

- However, the Finance Minister in his speech on Union Budget for
FY11 gave emphasis on the coverage of villages having population of
more than 2,000 under FI by March 2012.

- Accordingly, 2,864 villages having population of more than 2,000
were allocated to your Bank through SLBCs for provision of basic
banking services by March 2012.

- Out of the above, 1,200 villages were targeted to be covered in
FY11 and the rest in FY12.

- Your Bank has adopted ICT based Business Correspondent (BC) model
and Mobile Banking van model for coverage of the allotted villages.
Wherever feasible, new branches are also being opened.

Service Providers

- Your Bank has selected M/s TCS and M/s HCL Info systems as the
service providers for end to end solution under the BC model. The
service area has been allocated to these service providers.

- Out of 2,864 villages allocated to your Bank by SLBCs, 1,979
villages are allotted to M/s tcs and 885 villages to M/s HCL.

Technology and Data Security

- The FI data and transactions are integrated to your Bank's CBS
(Core Banking Solution) through an FI server/ Gateway of the service
provider. The FI server is kept in the Data Centre of your Bank for
which the vendor will have only limited access to the application
software for the purpose of maintenance. The data will be under the
control of your Bank. Hence the data security is well taken care of.

- Smart cards are issued to the customers after uploading the
accounts in CBS and KYC verification by the link branches.

Business Correspondents (BC)

- The service provider has appointed corporate BCs at the state/zonal
level. The field level business agents are selected in consultation
with your Bank's link branches following the BC selection policy
approved by the Board.

- The technical training to BCs is provided by the service provider
as and when BCs are appointed. Your Bank's R-SETI, Training Centres
and Baroda Grameen Paramarsh Kendras (BGPK) have been providing
training on banking products and customer service. The BCs are also
encouraged to take up the BC certificate programme of IIBF {Indian
Institute of Banking & Finance, Mumbai} through accredited training
establishments. All your Bank's BSVS centres are accredited by IIBF
for this purpose.

Training of Your Bank Staff in Financial Inclusion

- Training to about 1,079 Branch Managers involved in FI activity was
completed by Your Bank's training centres during FY12.

- Your Bank has tied-up with National Institute of Rural Development
(NIRD), Hyderbad for designing and conducting special training
programme for its officers on FI.

- Your Bank has also introduced e-learning module on FI on your
Bank's intranet portal for educating the staff.

Monitoring the Implementation under Financial Inclusion

- Your Bank has a clear structure for implementation and monitoring
of Financial Inclusion.

- In order to have an effective supervision of the BCs, retired bank
officials are appointed as BC supervisors for every 10-15 BC agents.

- These vans will have connectivity to CBS through CDMA technology
and they visit the villages on specified dates and time. The services
are provided by your Bank's own staff travelling in the van.

- Five such Vans have been made operational and they cover around 41
villages. (One in Gujarat, two in UP,one in Bihar and one in Goa.)

Performance

- Your Bank has completed coverage of 100% villages allotted under
financial inclusion well before the dead line of end- Mar, 2012. More
than 7.61 lakh FI accounts have been opened in these villages as
against the target of 7.10 lakh.

Ultra Small Branches (USBs)

The technology based BC model is an evolving concept and various issues
were encountered by your Bank in implementation of FI through this
model. The Ministry of Finance, Government of India as well as the RBI
were issuing various guidelines from time to time to make
implementation of financial inclusion more effective. In the strategy
and guidelines on financial inclusion issued by Ministry of Finance in
Oct, 2011,there was a suggestion to open brick and mortar branches in
larger habitations with population of 5,000 and above in the
under-banked districts. However, keeping the viability of brick and
mortar branches in such villages, they further issued guidelines on
opening of thin structures called Ultra Small Branches in all the
villages allotted for financial inclusion.

USB Model Adopted by the Bank

- A BC is appointed in a village and provided with POS machine/ hand
held terminal to provide banking services in the village through USB.

- The place for USB is identified preferably in Gram Panchayat or
Common Service Centre in village.

- The board is displayed inside each USB indicating various banking
services being provided by your Bank at USB. There is also a board
giving details of BC, his contact number, name/contact number of link
branch, fixed day/ time of visit by officer etc. for the convenience of
villagers.

- A bank officer from the link branch visits the USB once in week at
pre-fixed time and day for financial inclusion activities in village,
as specified by the Ministry of Finance.

- Minimum furniture such as table, three to four chairs etc. have
been provided in an ultra small branch.

Initiatives Taken for Effectiveness of USBs

- The village level publicity campaign has been conducted to create
awareness amongst the villagers, with the help of Gram Panchayats as
well as in some cases block development offices.

- The signboard along with swabhimaan logo is displayed at a
prominent place in the village indicating details of the BC and link
branch along with working hours.

- The BCs are provided with a brief profile of the villages including
population of village, number of households in village, number of KCCs/
GCCs issued in respective village and other details, so that they can
perform with better focus on village needs.

- All USBs are mapped for weekly visits by the officers of respective
link branch. We have also devised a proper reporting system for
monitoring these visits by the respective regional offices and
corporate office.

- All the BCs are provided with the uniform T-Shirts, Caps and
Identity cards in all the villages.

- The uniform posters about the services available at USBs are
provided to all the zones and regions in local languages for displaying
at the USBs.

- In order to overcome shortages and cater to the requirement of
manpower in officer cadre, we are starting capacity building programmes
to train other cadres to perform the job role of officers in the same
spirit as desired by the MOF from visiting officer. The preference
would be given to local staff as far as possible so that they can
converse in the local language and get appropriately connected with
villagers. This will also facilitate a confidence building amongst the
villagers about the FI initiatives of your Bank/ Govt. of India. The
pilot project of such capacity building initiative would be started in
Gujarat and rolled out in other states upon success of said pilot
project.

Advances to SC/ST Communities during FY12

The outstanding advances granted by your Bank to SC/ST communities have
been growing year after year. This is evident from the fact that the
outstanding advances granted to these beneficiaries went up from Rs
3,760 crore as at end-March, 2011 to Rs 4,336.02 crore as at end-March,
2012. In fact, the SC/ST communities accounted for a share of 27.0% in
the total advances granted to weaker sections by the Bank during the
year under review. Furthermore, a special thrust is laid by your Bank
in financing SC/ST under various government sponsored schemes namely
Swaranjayanti Gram Swarojgar Yojana (SGSY),Swarna Jayanti Shahari
Rojgar Yojana (SJSRY), Prime Minister Employment Generation Programme
(PMEGP), etc. Baroda Swarojgar Vikas Sansthans (BSVS) have been giving
due preference to SC/ST communities while selecting the trainees. It is
heartening to indicate that so far, these centres have trained 55,761
youths under the SC/ST category.

International Business

The global economy has not fully come out of the turmoil witnessed
following the global financial crisis in 2008 in spite of the prompt
measures taken by several countries around the world. Even in such
challenging scenario, the International Operations of your Bank could
achieve excellent results during FY12 and again proved the Bank's
resilience to global shocks.

In order to achieve the stated goals, it was necessary to continuously
understand the economic and banking environment in which your Bank
operates, take lessons and make suitable changes in the business
approach and actions. Your Bank kept a continuous watch on the trends
emerging in the economic/financial sectors of the countries of its
operation by factoring in the impact of global events.

Your Bank is in an advantageous position having large network of
overseas branches and strong customer base built over the years. Your
Bank has taken various technological and other initiatives at its
overseas centres to garner a larger share of the business.

The excellent performance was possible during FY12 due to the Bank's
focused attention and persistent efforts to stretch and improve upon
its own capabilities and the support that it received from all its
stakeholders.

The International Operations of your Bank are keeping pace with the
fast changing environment to become increasingly more competitive in
global terms and aiming for higher growth with profitability

The Branch Expansion plan was continued during the year to take
advantage of the business opportunities. During the year FY12, five new
branches/offices were opened, including four branches of the
subsidiaries. Your Bank primarily concentrated on expanding the network
in countries where it is already present to tap the opportunities
offered by the upcoming centres and enhance the market share in the
country of operation.

Business and Profit Performance

During FY12, the total business (Deposits Advances) of your Bank's
overseas branches registered a growth of 44.64%. The Customer Deposits
increased by 40.41%, Total Deposits by 45.23 % and Advances by 43.92%.
The growth numbers look slightly aggressive because of the depreciation
of rupee to the tune of 14.11% between end-March, 2011 and end-March,
2012.

During FY12, the International Operations contributed a sizeable 28.27%
to the Bank's global business in line with its business aspirations.

Total Assets

Total Assets of your Bank's International Operations increased from
Rs 91,273 crore as of March 2011 to Rs 1,28,398 crore as on March 2012
registering a growth of 40.67% during the year.

Profit

The Gross Profit for the year FY12 registered a healthy growth of
48.51% over the level of previous year. The Net Profit too recorded
commensurate growth of 45.19% during the year. Your Bank was able to
improve the spreads and also show good increase in Other Income.

Contribution of international operations to your Bank's global Net
Profit is 23.35%.

Asset Quality

In the current scenario of economic downturn and uncertainties, there
was a stringent monitoring of assets by the Bank's Top Management to
safeguard your Bank's interest. Your Bank has put in place an
efficient loan processing, credit audit and credit monitoring
mechanism.

Borrowal accounts experiencing liquidity mismatch/crunch due to
recessionary trends prevailing in the global economy/delay in projects
for reasons beyond their control were restructured during the year FY12
based on their future cash flows and keeping the RBI guidelines in the
matter in focus. These accounts as well as the accounts restructured in
previous years were monitored regularly to maintain the asset quality
and avoid any slip back.

Gross Advances during the year increased by 43.73% over the level of
Mar'11, which means your Bank could maintain the healthy growth trend
even during the challenging times. There were a few slippages and the
Gross NPAs of your Bank as percentage to Total Advances marginally
increased from 0.62% as of Mar'11 to 0.68% as on Mar'12.

International Presence

Your Bank's international presence covered 24 countries through its
89 offices during FY12 as under.

Bank's Overseas Branches/Offices 55

Bank's Representative Offices 2

Branches of Bank's Overseas
Subsidiaries 32

Total 8

In addition to the above, your Bank's associate in Zambia has
14 branches.

Overseas Expansion

During the year FY12,your Bank opened five new branches/ offices
(including that of the subsidiaries). An Electronic Banking Service
Unit (EBSU) was opened at Hamriya Free Zone, Sharjah (UAE) and four
branches of the subsidiaries were opened at Ovino Market (Uganda),
Kakamega (Kenya), Nyali (Kenya) and Mon Repos (Guyana). The
Representative Office in Malaysia was closed during the year as the
Joint Venture Bank, namely, 'India International Bank (Malaysia)
Bhd.' is expected to commence operations during the year FY13.

Future Plans in Overseas Business

Your Bank has initiated steps for further expanding its overseas
network to tap the opportunities for canvassing business and enhancing
the profitability. Necessary infrastructure is being created for
further expanding the network in UAE, Oman, Mauritius, Uganda, New
Zealand, Tanzania, Botswana and Ghana.

Your Bank has received 'In Principle' approval for up gradation of
its Representative Office in Australia to a branch. An approval of RBI
is awaited for opening of two additional branches in U.K. New centres
are being identified in countries where your Bank is already present
and also in new territories for further expanding the branch network.

Syndication Centre

Your Bank has Global Syndication Centres at London and Dubai which
focus on the business of Syndication Loans in International Market. The
Offshore Banking Unit in Singapore has been further strengthened to
play a more active role in canvassing the business. The International
Merchant Banking Cell (IMBC) set up at the Bank's Corporate Office,
Mumbai plays a supportive role to the Regional Syndication Centres and
also canvasses substantial business as there was increased demand from
Indian Corporates for Foreign Currency resources.

The Bank's IMBC also actively participates in loan origination.

Products and Services

Your Bank has taken several steps to leverage the technology for
introduction of products and services to meet the requirements of
customers in the area of operation.

Your Bank's products and services are compatible with those offered
by multi-national banks and local banks. These are being popularized
through marketing campaigns in electronic and print media.

Technology

- The number of ATMs at overseas territories and subsidiaries
increased to 76 (45 onsite and 31 offsite) as on 31st March, 2012 from
68 (42 onsite and 26 offsite) as on 31st March, 2011.

- The Payment Messaging System implemented is a middleware between
Core Banking Solution (Finacle) and SWIFT, which help in "Straight
Through Processing of Incoming and Outgoing SWIFT Messages" with Anti
Money Laundering check. It is implemented in all Territories/
Subsidiaries, except in UK and USA.

- The Anti Money laundering Erase (Batch mode) is implemented in all
the overseas centres of your Bank except in Belgium and USA.

- An "Anti Money Laundering Online List Matching Solution" is
also implemented in all the overseas centres with the exception of USA.

E-Banking in Overseas Operations

Your Bank is gradually implementing and popularizing the e-banking
services at its overseas centres.

Transaction based e-banking has been implemented in UAE, UK, Mauritius,
Fiji, Seychelles, Uganda, Kenya, Botswana and New Zealand. It is in the
process of being implemented in Oman and Tanzania. (At present, a view
based e-banking is available at both these centres).

In T&T, Guyana and South Africa, it will be introduced in the next
phase which will start shortly.

The transaction based e-banking is being implemented gradually at the
Overseas Centres looking to their retail base and the cost
effectiveness.

Risk Management in Overseas Operations

Your Bank implemented Basel II guidelines at all its overseas
territories with effect from 31st March 2008 and has already adopted
Standardised Approach for Credit Risk, Standardised Duration Method for
Market Risk and Basic Indicator Approach for Operational Risk.

The Risk Management Systems and their implementation are being
continuously strengthened. A separate Risk Management Department has
been set up at all centres to effectively deal with the credit, market
and operational risk. Risk Managers are posted at all the overseas
territories and subsidiaries of your Bank.

During the year under review, BOB RAM Model was implemented at all the
overseas centres for capturing vital information related to advances
accounts and their pricing.

An ASCROM Model for Asset Classification and Credit Monitoring is also
in the advanced stage for implementation at your Bank's overseas
centres.

Regulatory Compliance

Your Bank is well known for its regulatory compliance and has always
followed home country regulations rigorously.

Your Bank has a dedicated compliance team at major overseas centres for
ensuring regulatory compliance across all the businesses and
operations. They are responsible for identification and assessment and
compliance related matters from a regulatory compliance perspective and
monitoring and reporting.

All the overseas centres have prudential policies in place as per the
local regulatory requirements. The territories/subsidiaries ensure that
these are periodically reviewed in line with the type of business
undertaken, changing scenario and taking into account modifications if
any in the regulatory guidelines.

Treasury Operations

Your Bank operates a State of the Art Dealing Room at Baroda Sun Tower
at its Corporate Office in Mumbai. Through this dealing room your Bank
is well positioned to scale up its Treasury Operations. The Treasury
handles your Bank's domestic treasury operations and covers
activities in various markets i.e. Foreign Exchange, Interest Rates,
Fixed Income, Derivatives, Equity and other alternative asset classes.
The advanced technology platforms are used by your Bank to offer a
basket of financial products to its clients including Interest rate
swaps, currency swaps, forwards and options.

Your Bank has also put in place a sophisticated Automated Dealing
system to offer auto generated real time foreign exchange rates to the
clients of its authorised branches spread across the country. As a
customer friendly initiative, during the year FY12, enhancements were
made in the "Global Treasury Solution" facilitating instant flow of
information about credits received by your Bank in favour of its
customers through its foreign correspondents.

Under the Business Process Re-engineering, your Bank has successfully
implemented Global Treasury solution across major financial centres.
The Global Treasury Platform is running smoothly in Mumbai, London,
Bahamas, Brussels, Dubai, Bahrain, Singapore, Hongkong and New York.

During the year FY12, managing growth and price stability emerged as
the key challenges against the backdrop of a slowing economy weighed
down by the impact of tight monetary policy and slower economic growth.
The advance estimates of Indian economy suggest a growth of
approximately 6.9% in FY12, after having grown at the rate of 8.4% in
each of the two preceding years. This indicates a slowdown compared not
just to the previous two years but 2003 to 2011 (except FY09 a year of
global financial crisis). During FY12, the RBI hiked interest rates by
125 bps taking repo rate to 8.50% before signaling a pause in Dec, 2011.
To infuse liquidity into the system, the RBI reduced CRR [Cash Reserve
Ratio] by a cumulative 125 bps in the last quarter of FY12 and
conducted open market operations to the extent of Rs 1,29,252 crore.

Your Bank's Treasury offers customized solutions using available
products viz IRS, CIRS, Forwards and Options to meet the Interest rate
and Foreign Exchange risk mitigation requirements of the corporate
clients. During FY12, your Bank's Treasury Division was active in
taking benefit of the arbitrage opportunities available between various
Treasury market asset classes including Money Market CBLO, Call, Market
Repo, Government Securities and Forex markets. The Treasury actively
utilised the market movements and used Overnight Indexed swaps, INBMK
swaps for harnessing available hedging and trading opportunities.

Tight monetary policy coupled with a higher than announced borrowing
program resulted in the benchmark 10 year Government security touching
a high level of 9.0% in Nov, 2011. Against this backdrop, the Treasury
focused on maintaining appropriate duration of portfolio, keeping
minimal adverse impact on valuation and maintaining a good average
yield on investment portfolio. The average yield on Domestic SLR
investments was 7.87%. During FY12, the Treasury earned Rs 6,032 crore
as Interest/Discount earnings, while the Profit on Sale of Investment
and Exchange Earnings were Rs 622 and 412 crore, respectively.

The Indian Equity markets were subdued for most part of FY12. This was
due to the cumulative impact of weaker recovery of the US economy,
European sovereign debt crisis and muted FII inflows into the emerging
markets including India. The FII inflows picked up during the last
quarter resulting in the market moving to higher levels. The Equity
Desk of the Treasury actively churned its portfolio and booked profits
at regular intervals whenever an opportunity emerged in the markets.

The unfolding of the euro zone crisis and uncertainty surrounding the
global economy have impacted the Indian economy causing drop in growth,
higher current account deficit (CAD) and declining capital inflows. As
in 2008, the transmission of the crisis has been mainly through the
Balance- of-payments (BoP) channel. Export growth too decelerated in
the third quarter of FY12, while imports remained high, primarily
because of very high international oil prices. At the same time,
foreign institutional investment flows declined, straining the capital
account and the rupee exchange rate that touched an all-time low of Rs
54.23 per US dollar on 15 December 2011 during intra-day trading

The Foreign exchange desk of the Treasury retained its position as one
of the premier market players in the Forex desks of the Public Sector
Banks. The Proprietary trading desk was active in cashing in of
available arbitrages, using volatility in the markets and mobilised
resources in a tight liquidity position impacting the Indian markets.
The turnover of the Foreign Exchange deskof your Bank's Treasury
increased by nearly 14.0% on y-o-y basis during FY12.

Your Bank's Treasury Mid-Office monitors market exposures and limits
fixed by the Board of Directors, on a real time basis. The Risk
Management parameters, including Value-at-risk (VaR) are used to
measure Market Risk on all portfolios. These measures are backed up by
the Back Testing on risk numbers and Stress Testing of various
investment and currency portfolios.

Corporate Social Responsibility (CSR)

As a responsible corporate citizen, it has been the vision of your Bank
to empower the community through socio-economic development of
underprivileged and weaker sections. In its continued efforts to make a
difference to the society at large, your Bank intensified its efforts
further in this direction in FY12.

Your Bank has established Baroda Swarozgar Vikas Sansthan (Baroda
R-SETI) for imparting training to unemployed youth, free of cost for
gainful self employment and entrepreneurship skill development which
help them improve their family economic status and also gives a boost
to various regional economies within these locations. All the Lead
Districts of your Bank have R-SETI each. About 46 such Sansthans have
been established by your Bank in which more than 1,22,000 youth have
been trained and around 75,000 have been gainfully self employed.

Your Bank has established 52 Baroda Gramin Paramarsh Kendra for
knowledge sharing, problem solving and credit counseling for rural
masses across the country. In order to spread awareness among the rural
mass on various financial and banking services and to speed up the
process of financial inclusion, your Bank has also established 21
Financial Literacy and Credit counseling Centres (FLCC)during FY12
making the total number of FLCCs to 39.

Asset Quality Management

The year FY12 has been a challenging year for the banking industry to
maintain the Asset Quality due to a fragile economic environment.
However, your Bank has continued its practice of rigorous monitoring
and recovery of the NPA portfolio besides preventive mechanism for
restricting slippages at the minimum level. Your Bank has continued its
leadership position in the NPA management area in the Indian banking
sector.

Indian banks, in general, witnessed heavy incidence of slippages in
FY12 due to volatile financial markets both within and outside India,
higher inflation and higher interest rate regime throughout the year
FY12. In spite of various depressed economic parameters impacting the
Bank, fresh slippages, during the year,were kept under control at 1.44%
of the opening Standard Advances of your Bank. Against the backdrop of
high slippages, the ratio of Gross NPA to Gross Advances was at 1.53%
as on 31st Mar, 2012.Consequently, the ratio of Net NPA to Net Advances
marginally increased to 0.54% by end-Mar, 2012.

Your Bank continued to maintain the Loan Loss Provisioning ratio at
higher level than the mandated norms set by the RBI during FY11. Its
Loan Loss Provisioning ratio was higher at 80.05% as on 31st Mar, 2012
after taking into account the Prudential/ Technically Written-off
advances.

During the year under review, your Bank laid down a comprehensive
structure of recovery and credit monitoring function at the Branch,
Region, Zone and Corporate levels. Besides this, the Nodal officers at
each DRT centre were assigned the role of a follow-up of legal cases on
day to day basis so as to minimize the delay in obtaining decrees and
execution thereof in order to expedite and maximize recoveries.
Additionally, Lok Adalats, Recovery Camps and Village Chaupal Meets
were regularly conducted by your Bank's branches to reduce long
pending cases and expedite recoveries in small accounts.

Your Bank continued its emphasis on follow-up mechanism to explore
recovery prospects of NPA accounts. The system of monitoring of large
value NPA accounts of say Rs 25 lakh and above directly from the
corporate office has ensured proactive action by branches, advocates,
recovery agents, etc. Therefore, the cash recovery in NPA accounts
during FY12 was Rs 580 crore, much higher than the cash recovery of Rs
455 crore during FY11. The upgradation was substantially higher at Rs
336 crore during FY12 compared to Rs 189 crore during FY11.

During the year FY12, your Bank laid specific focus on recovery of
small accounts by organizing Lok Adalats and Recovery Camps at
village/town level. Your Bank also launched an incentive- linked
recovery scheme called "Sankalp - IV" to enlist personalized
attention of each and every staff member in pursuing recovery efforts
of small value accounts with an outstanding up to Rs 15 lakh. The cash
recovery made during the year FY12 under the scheme was very impressive
at Rs 191 crore.

The asset classification wise breakup of advances portfolio of your
Bank is as under.

(crore)

Asset Category (Gross) 31st March 2012 31st March 2011

Standard 2,86,542.59 2,28,173.03

Gross NPA 4,464.75 3,152.50

Total 2,91,007.34 2,31,325.53

Gross NPA is comprising of:

Sub-standard 2,661.82 1,097.23

Doubtful 1,318.71 1,336.64

Loss 484.22 718.63

Total Gross NPA 4,464.75 3,152.50

Information Technology

Your Bank has undertaken a total end-to-end business and IT strategy
project covering your Bank's domestic, overseas and subsidiary
operations.

- Your Bank has built the best of technology infrastructure by
implementing a state-of-the-art Data Centre conforming to Uptime
Institute Tier-3 standard and also a Disaster Recovery Site in
different seismic zone with redundancy built in every single point of
failure to ensure uninterrupted banking service delivery to customers.
After successfully migrating Data Centre to new Data Centre in the
Bank's own premises during previous financial year, your Bank had
undertaken Disaster Recovery Centre expansion during the year to
support its business growth and technology expansion.

- Your Bank has also undertaken various other technology initiatives
like windows server virtualization, desktop virtualisation and backup
consolidation as green initiatives and also to improve Data Centre
operational efficiency. Bank wide network was migrated to new
technology based on MPLS for improving uptime and on demand upgrade.
Enterprise Management System was upgraded and new modules deployed to
effectively manage and monitor Bank's growing IT infrastructure.

- The Core Banking System was migrated to higher version with
enhanced features. Various new modules like Fixed Assets maintenance,
sales tracker module, centralized service tax, EBRC (Bank Realisation
Certificate) module, account number portability, workflow automation
for New Pension Scheme - Swavalamban were implemented during the year.

- I n order to enhance security and confidence in Internet Banking,
your Bank introduced enhanced security features by deploying Fraud
Management Solution, including two factor authentications. Your Bank
continued to add more facilities under its Internet Banking channels.
Internet Banking, viz., Baroda Connect, now provides speedy and secured
facility to transfer funds to self, third party (within BOB) and
inter-bank. Other facilities available are online opening of Fixed
Deposits, Railways Freight Payment, online payment of Direct and
Indirect Taxes and certain State Government Taxes, utility bills, rail
tickets, online shopping, donation to temples and institutional fee
payment. Corporates also have the facility of direct salary uploads,
trade finance. Various State Tax payments have been enabled during the
year. The SMS Alerts, RTGS/ NEFT transactions are also provided in
internet banking portal. ASBA (Application Supported by Blocked Amount)
functionality has been provided in Baroda Connect for Online
subscription to Initial Public Offers and Follow-on Public Offers for
applying for Equity Shares. Transaction based Internet Banking has also
been implemented in Uganda, Botswana, New Zealand, UAE, Kenya,
Mauritius, Seychelles, Fiji and UK providing facilities such as fund
transfer to self and third party, bill payments, corporate salary
upload and online shopping. View based internet banking has been
implemented overseas in Oman and Tanzania.

The Directors have pleasure in presenting the One Hundred and Third
Annual Report of the Bank with the audited Balance Sheet, Profit & Loss
Account and the Report on Business and Operations for the year ended
March 31, 2011 (FY11).

Performance Highlights

- Total Business (Deposit+Advances) increased to Rs 5,34,116 crore
reflecting a growth of 28.30%.

- Business per Employee moved up from Rs 981 lakh to Rs 1,229 lakh on
year.

Segment-Wise Performance

The Segment Results for the year 2010-11 reveal that the contribution
of Treasury Operations was Rs 882.51 crore, that of Corporate/Wholesale
Banking was Rs 1,525.49 crore, that of Retail Banking was Rs 1,517.89
crore, and of Other Banking Operations was Rs 2750.61 crore. The Bank
earned a Profit

The Banks Directors have proposed a dividend of Rs 16.50 per share (on
the face value of Rs 10/-per share) for the year ended March 31st,
2011. The total outgo in the form of dividend, including taxes, will be
Rs 753.35 crore.

Capital Adequacy Ratio (CAR)

The Banks Capital Adequacy Ratio (CAR) is comfortable at 14.52% under
Basel II as on 31st March 2011. During the year, the Bank strengthened
its capital-base by raising Rs 1,500 crore through unsecured
subordinated bonds and Rs 711.50 crore through innovative perpetual
bonds.

The Banks Net Worth as at 31st March 2011 was Rs 19,750 crore
comprising paid-up equity capital of Rs 392.81 crore and reserves
(excluding revaluation reserves) of Rs 19,357.82 crore. An amount of Rs
3,488.33 crore was transferred to reserves from the profits earned.

Provisions towards Retirement and Other Benefits

During the year 2010-11, the Bank has made provision towards
contribution to gratuity (Rs 382.90 crore), pension funds (Rs 788.55
crore), leave encashment (Rs.-21.20 crore) and additional retirement
benefits (Rs 10.17 crore) on actuarial basis. Total provisions under
these four categories amounted to Rs 1,160.42 crore during the year
2010-11, against Rs 402.71 crore during 2009-10. Total corpus available
with the Bank at the end of March 2011 under these heads was: Rs
1,289.75 crore (gratuity), Rs 5,177.08 crore (pension funds), Rs 506.31
crore (leave encashment), and Rs 396.13 crore (additional retirement
benefits).

As always, efficient customer service and customer satisfaction are the
primary objectives of the Bank in its day to day operations. The Bank
is highly responsive to the needs and satisfaction of its customers,
and is committed to the belief that all technology, processes, products
and skills of its people must be leveraged for delivering superior
banking experience to its customers without fail.

Recently, the Bank has taken several measures to improve customer
service at the branches and at the same time, strengthened the customer
complaint redressal machinery for fast disposal of customer complaints.

Efforts to Improve Customer Service at Branches

The feedback on quality of customer service at branches is obtained
through the Branch Level Customer Service Committee meetings that are
held every month in which customers from various cross sections of the
society are invited including Senior Citizens and Pensioners. The
suggestions/views generated during the meetings are collated and
appropriate follow up action is taken to examine the feasibility to
implement the suggestions for improving the quality of customer service
rendered at the branches.

The Bank is focused towards providing excellent customer service
through all delivery channels and has been making continuous efforts
for enhancing the level of customers satisfaction by leveraging
technology to provide e-products and alternative delivery channels best
suited to the diverse needs of different customers. The varied
interests and expectations of customers are taken care of by improving
upon the various processes and procedures.

Compliance

The Bank is a member of the Banking Codes and Standards Board of India
(BCSBI) and has adopted the Code of Commitment to the Customers revised
by the BCSBI in August 2009 and also, Code of Banks Commitment to
MICRO and Small Enterprises. The Code has been placed on the Banks
website and also made available to customers at the branches.

While announcing the Annual Monetary and Credit Policy for the year
2010-11, the Governor, Reserve Bank of India, had proposed that Banks
should devote exclusive time in their Board Meetings once in every six
months to review and deliberate on issues concerning Customer
Service/Customer Care. To comply with this, two such six-monthly
reviews were undertaken by the Banks Board for the sub-periods
January-June 2010 and July-December 2010 during the Board Meetings
dated 20th November 2010 and 26th March 2011, respectively.

Customer Service Committee of the Board

The Bank has a Sub-Committee of Board for Customer Service which is
headed by the Banks Chairman and Managing Director with the following
members as on 31st March 2011.

1. Shri M. D. Mallya - Chairman and Managing Director

2. Shri Rajiv Kumar Bakshi - Executive Director

3. Shri N. S. Srinath - Executive Director

4. Dr Masarrat Shahid - Director

5. Shri Maulin Vaishnav - Director

This Sub-Committee addresses the issues relating to the formulation of
policies and assessment of its compliances which brings about
consistent improvement in the quality of customer service. It also
monitors the status of the number of deceased claims pending for
settlement beyond 15 days pertaining to Depositors/Locker
Hirers/Depositors of safe custody articles, and reviews the status of
implementation of Awards passed by Banking Ombudsman. The Committee
also addresses issues relating to systemic deficiencies existing in the
Bank, if any brought out by such Awards. The details of the attendance
of the meetings of ÃCustomer Service Committee of the BoardÃ held on
21st June 2010, 4th September 2010, 27th December 2010 and 26th March
2011 during financial year 2010-11 are as follows.

Meetings
Name of the held
Director Period period Meetings
of their attended
tenure

Shri M. D.
Mallya 01-04-2010 4 4
to
31-03-2011

Shri Rajiv
Kumar Bakshi 01-04-2010 4 4
to
31-03-2011

Shri N.S.
Srinath 01-04-2010 4 4
to
131-03-2011

Dr Masarrat
Shahid 01-04-2010 4 4
to
31-03-2011

Shri Maulin
Vaishnav 03-09-2010 2 2
to
31-03-2011

Shri A.
Somasundaram 01-04-2010 1 1
to
30-07-2010

Standing Committee on Customer Service

The Bank has also set up a Standing Committee on Procedures and
Performance Audit on Customer Services, comprising of three eminent
public personalities as members along with both the Executive Directors
and four General Managers of the Bank. This Committee oversees timely
and effective compliance of the RBI instructions on Customer Service
and also reviews the practices and procedures prevalent in the Bank and
takes necessary corrective steps on an on-going basis.

The suggestions emanating in the Branch Level Customer Service
Committee meetings are obtained by the Head Office on quarterly basis
from Regional Offices and placed before the Standing Committee on
Procedure and Performance Audit on Customer Services. The feedback of
the Committee meetings is then put up to the Customer Service Committee
of the Board of Directors.

Customer-Centric Initiatives and Redressal of Complaints

- The Bank has put in place a Customer Grievance Redressal Policy,
approved by the Board, and a well structured Customer Grievance
Redressal Mechanism. The General Manager in charge of the Operations
and ServicesÃ is designated as Nodal Officer for customer complaints
regarding the Bank. At Zonal and Regional levels, Zonal Heads and
Regional Heads are designated as Nodal Officers for their respective
Zones and Regions. The names of all Nodal Officers along with their
contact numbers are displayed in all the branches.

- A Note on Review of Customer Services & Grievances Redressal
Machinery is placed before the Board of Directors every quarter giving
position of customer complaints received at Regional Offices and Head
office and the follow up measures with important initiatives taken by
the Bank for improving the customer services during the period.

- To eradicate customer complaints fully and ensure hassle free
customer service, analysis is done on the complaints received from the
customers and suitable timely action is taken so that there is no
repetition of such complaints in future.

- The Bank has Board approved policies on Customer Services and the
same are placed on the Banks website.

Based on the feedback and suggestions from the grass root level
customer committees and various studies/surveys, a slew of customer
centric initiatives and measures were taken by the Bank during the year
under review to improve customer service at its branches.

The Bank has Board approved KYC-AML-CFT Policy in place. The said
Policy is the foundation on which the Banks implementation of KYC
norms, AML standards, CFT measures and obligation of the Bank under
Prevention of Money Laundering Act (PMLA) 2002 is based.

The major highlights of KYC-AML-CFT implementation across the Bank are
as under.

- Training is being arranged for the Banks Senior Officials/Executives
at RBI, IBA and National Institute of Bank Management (NIBM).

- Sustained efforts are made to create expertise at the Banks Head
Office for Corporate Oversight and also for the KYC Audit of branches.

Government Business

The Banks Government Business department has primarily focused on
three activities, notably, Control and Maintenance, Business
Development and Pension Back Office during the year 2010-11.

To facilitate its activities, the Department created a special vertical
for its operations in New Delhi, headed by an Assistant General Manager
for ensuring better liaison with various ministries and departments of
Government of India. The main achievement of this department during the
year 2010-11 may be summarized as follows.

1) The Bank received authorisation for payment of pension to all
Central Civil Pensioners in the country.

2) Also, the Railway Board, RBI and CGA authorised the Bank to
undertake pension payment to the Railway

Pensioners under Single Window Scheme (SWS) under which reimbursement
of pension paid would be available at CAS, Nagpur.

3) Processing of pension of more than 55,000 Railway Pensioners would
also be done at CPPC under the Single Window System (SWS) with effect
from April, 2011.

4) During the review period, the Bank got authorisation for e-payment
of State Taxes in the States of Tamil Nadu, Kerala, Uttarakhand,
Karnataka, Andhra Pradesh, West Bengal and Delhi.

5) Conclusion of Agreement with Stock Holding Corporation of India
(SCHIL) for sale of e-stamps. This business has commenced in the State
of Gujarat.

8) Moreover, the Bank is now the Direct Agency Bank for Railway Receipt
and Payment Business instead of Sub Agent of State Bank of India at
nine locations.

9) For the benefit of the Pan Indian Customers, a proposal has been
sent to Ministry of Finance for authorising 700 additional branches for
PPF/SCSS Business.

10) The Bank implemented a revised accounting procedure and system for
Postal as well as Railway Receipt & Payment Business for automated
reimbursement process and to eliminate losses due to a negative float.

11) Commencement of the Payment of Income Tax through ATMs.

12) The customers were enabled to view their 26AS Statement of Income
Tax deposited through the Banks Internet Banking facility - Baroda
Connect.

13) The Bank was authorized for collection of Custom Duty through
e-mode at all locations in the country.

Vigilance

Vigilance activity in the Bank is an integral part of the managerial
function and primarily aims at (1) ensuring integrity, (2) protecting
the innocent (i.e., supporting quality decisions), (3) eliminating
forces that thwart integrity, and (4) preventing the losses -- both the
financial as well as reputational for the Bank.

A rational distinction is drawn between a business loss, which has
arisen as a consequence of a bona-fide commercial decision, and an
extraordinary loss, which has occurred due to mala-fide, motivated or
reckless performance of duties. On the one hand, to keep the morale of
the employees high and on the other hand, to weed out the attempts of
the unscrupulous persons, efforts are made to bring the departmental
action to its logical conclusion expeditiously.

The Vigilance machinery in the Bank is effectively performing its
proactive role in new risk prone areas emerging in computerized/
e-Banking environment, in addition to sensitising all categories of
staff members with the various preventive measures. The Bank has been
taking suitable steps towards preventive, detective and punitive
vigilance as per the Government of India guidelines.

With a view to share the various modus operandi of ingenious frauds
with the staff members, Quarterly Vigilance Newsletter has been
introduced by the Vigilance Department of the Bank to keep the staff
alert so that they should not fall prey to such attempts. The Bank has
also introduced a scheme for granting rewards to employees for
detecting and foiling attempts of frauds/prevention of frauds with a
view to encourage the vigil and alertness displayed by the employees
while performing the duties and thereby detecting/foiling the attempted
frauds. With the awareness, alertness and diligence exhibited by the
operating staff, 58 fraudulent attempts by unscrupulous elements were
thwarted, during the year April 2010 to March 2011, which saved the
Bank from substantial financial loss.

Business Performance

Given below are the details of the Banks major achievements on
business front during 2010-11.

Resource Mobilisation and Asset Expansion

The share of Banks deposits in total resources stood at 85.22% as of
31st March 2011. The total deposits grew from Rs 2,41,261.93 crore to
Rs 3,05,439.48 crore, posting a growth of 26.60% over the previous
year. Of this, Savings Bank Deposits

- an important constituent of low cost deposits grew by 22.67%

- from Rs 52,543.92 crore to Rs 64,454.04 crore. The share of low cost
deposits (Current plus Savings) in Total Deposits (Domestic plus
Overseas) was at 28.68% and in Domestic Deposits at 34.36%.

During the year 2010-11, interest rates offered on the most popular
buckets of retail term deposits of commercial banks in India increased
by 200 to 250 bps making low cost deposits a less attractive
proposition. Across the banking industry, the

share of low cost deposits (CASA) to total deposits shrank sharply
during 2010-11. Even for Bank of Baroda the domestic CASA share
marginally declined from 35.63% to 34.36% on a year on year basis.

The Banks Global Advances expanded significantly and much above the
banking industry average by 30.65% during 2010-11 led by 28.69%
expansion in domestic advances and 36.59% expansion in overseas
advances.

Unlike the experience of Indian banking industry, Bank of Barodas
Total Credit growth (at 30.65%) was in proper alignment with its Total
Deposit growth (at 26.60%) during 2010-11.

Composition of Funds - Global

Particulars End End Growth
March March
2010 2011
(Rs crore) (Rs crore)

Deposits 2,41,261.93 3,05,439.48 26.60%

- Domestic 1,85,500.25 2,33,323.30 25.78%

- Overseas 55,761.68 72,116.18 29.33%

Borrowings 13,350.09 22,307.85 67.10%

Global Advances

Particulars End End Growth
March March
2010 2011
(Rs crore) (Rs crore)

Advances 1,75,035.28 2,28,676.36 30.65%

- Domestic 1,31,643.62 1,69,407.86 28.69%

- Overseas 43,391.66 59,268.50 36.59%

Wholesale Banking

A strong corporate credit culture and consistent growth in credit way
above the banking industry average have been the key differentiators of
Bank of Baroda.

The Banks Wholesale Banking Division offers a full range of loan
products and services such as Term Loans, Short- Term Loans, Demand
Loans, Working Capital Facilities, Trade Finance Products, Treasury
Products, Bridge Loans, Syndicated Loans, Infrastructure Loans, Cross
Currency/ Interest Rate Swaps, Foreign Currency Loans, Loan Against
Future Rent Receivables and many more to its large and mid corporate
clients depending upon their needs. The product offerings are flexible
and suitably structured taking into account the customers risk
profiles and specific needs.

Based on the superior product delivery, passionate service orientation,
timely and speedier sanctions with a customer- centric approach, the
Bank has made significant achievements into providing an array of
Wholesale Banking products and services to several multinationals,
domestic business houses and prime public sector companies.

The Wholesale Banking Department started the year 2010-11, with a motto
- ÃYear of Strengthening Corporate RelationshipÃ

and the focus was to improve the share of business from the existing
customers, thereby, strengthening the relationship with them and also
building new relationships by targeting the Corporates who were
hitherto not banking with the Bank.

Under Wholesale Banking, the Corporate Customers are identified as
Large and Mid Corporates. Those having annual sales turnover of over Rs
150 crore but up to Rs 500 crore are classified as Mid Corporates, and
those having a sales turnover of above Rs 500 crore are classified as
Large Corporates.

During 2010-11, the Wholesale Banking Division sanctioned fresh
facilities to 239 first time entrants amounting to Rs 36,318.67 crore
through its Fast Track scheme and achieved increase in the existing
accounts to the tune of Rs 41,660.31 crore, thus, the total sanctions
from the department reaching a figure of Rs 77,978.98 crore. This
exceeds the total sanctions for the previous year by almost Rs 7,900
crore. The major sanctions were given to sectors like iron & steel,
metals & metallic products, commercial real estate and infrastructure
segments like power, roads, telecommunication, etc.

Reduction in Turnaround Time in Wholesale Banking

The Department placed a major thrust on faster delivery through
efficient channels and adoption of better practices in credit
administration. Efforts were also made to improve the speed of decision
making without compromising the quality of decision. Simplification of
credit proposal formats was carried out, so that all vital information
was captured with a sense of objectivity, thereby quickening the
decision-making process. This helped the Bank a great deal in reducing
the turnaround time. The Department targets to reduce the time taken
for according a sanction to less than 25 days.

Project Finance Division

The Project Finance Division, a part of the Wholesale Banking
Department earned total fee income of Rs 19.14 crore during 2010-11
through conducting 156 TEV (i.e., Technical Evaluation & Viability)
studies and vetting of projects and syndication deals. This is in
comparison to the fees of Rs 6.84 crore earned during 2009-10 out of
TEV, vetting of projects and

also Syndication deals. The Division finalized 15 syndication deals
during the year as against three deals during the last year.
Furthermore, the fee receipts during the year have increased to Rs
14.67 crore as against Rs 3.98 crore last year. Out of the total booked
Syndication fees of Rs 30.42 crore, the amount already received was Rs
14.67 crore and the balance amount of Rs 15.75 crore will be received
during the year 2011-12.

Marketing Efforts in Wholesale Banking

The Department is planning to have a full-fledged Market Intelligence
Unit and a vibrant Marketing Team to target newer companies from the
perspective of significant business opportunities, especially in loan
syndication. The Project Finance Division attached to the department
has been tracking the Projects Today database on a regular basis and
identifying upcoming projects. The Relationship Officers identified to
handle various states of India and attached to Wholesale Banking
Department are also on the move to their respective states to have a
continuous liaison with the existing units and to help the Zonal
Offices in those states in targeting the new customers.

Other Initiatives

Additionally, the Banks Wholesale Banking Division took the following
initiatives during 2010-11 to strengthen this portfolio further.

1) A substantial improvement was brought about in communication
channels between the Corporate Office and Operating Units of the Bank
by creating separate e-mail IDs for different purposes like agreement
in principle, modifications and submission of credit proposals, etc.

2) A dedicated focus was given to upgradation of skills and knowledge
levels of officers working in the Department including the new campus
recruits.

3) A thrust was placed on regular grooming of Credit Officers and Forex
Officers to handle the credit portfolio of large number of branches.

4) A Plan was made to open additional Corporate Financial Services
branches in North Mumbai, Greater Noida and Surat.

5) The Department closely tracked the Mid Corporate segment accounts by
identifying the segment as a separate line of business. It is now
proposing to open 14 exclusive Mid-Corporate branches during the year
2011-12, for which licenses were obtained from the RBI.

6) The Department organized several customers meeting and one-to-one
meetings between the Corporates and the Members of Top Management of
the Bank to have first-hand information on their business and credit
requirements.

7) The Department took active interest in recruiting specialized
officers from campuses and Institute of Chartered Accountants of India
(ICAI) and placing

them in vital areas of credit administration across the
branches/administrative offices, etc., for bringing in new blood and
filling the vacancies arising out of attrition and retirement.

Retail Business

As in the past, the Retail Business continued to be one of the thrust
areas for achieving business growth during the year 2010-11. The Banks
performance during Financial Year 2010- 11 under Retail Banking Segment
is as under.

Growth under Retail Lending

Retail Loan outstanding was Rs 32,434.84 crore as on 31st March, 2011,
as against the level of Rs 24,247.71 crore as on 31st March, 2010. A
growth of 33.76% (Rs 8,187.12 crore) was registered during 2010-11 as
against a growth of 23.53% (Rs 4,619.76 crore) registered during the
previous year. The growth under five key products (excluding
LABOD/ODBOD etc) was 21.56% (Rs 4,094.72 crore) over the level of Rs
18,992.00 crore at end-March, 2010. During the same period of 2009-10,
growth under the five key products was 22.65% (Rs 3,507.36 crore) over
the level of Rs 15,484.63 crore as of end-March, 2009.

NPA under the Retail Loan

The amount of Non Performing Assets as on 31st March, 2011 under Retail
Loan was Rs 579.83 crore (1.79%) as against the level of Rs 511.77
crore (2.11%) as on 31st March, 2010.

Savings Bank Deposits

The Banks Domestic Savings Deposits stood at a level of Rs 62,959.07
crore as on 31st March, 2011 registering a growth of 22.83% (Rs 11,702
crore) over the level of Rs 51,257.55 crore as on 31st March, 2010.

Initiatives in Retail Banking during 2010-11 New Products Launched

- A new Retail Asset Product styled as Baroda Traders Loan against the
Security of Gold Ornaments/ Jewellaries was launched during 2010-11.
Also, its variant termed as ÃBaroda Advance against Gold Ornaments
/JewellariesÃ was launched at all Metro and Urban branches of the Bank.

- A Retail Asset scheme under Baroda Personal Loan styled as Baroda
Loan to Retirees for Pension Option was introduced on 4th December,
2010 for a limited period up to 11th December, 2010.

- Education Loan Interest Subsidy Scheme for students belonging to
Economically Weaker Sections was launched as per the directives of
Ministry of Human Resource Development, Government of India.

- A new Term Deposit Product styled as Baroda Utsava Deposit Scheme for
444 days was introduced on 15th October 2010 at the interest rate of
8.10% which was revised from time to time and last increased to 9.35%
with effect from 1st March, 2011. A fresh deposit of Rs 19,918 crore
was mobilized up to end-March, 2011 under the product.

- Two new Retail Liability Products under Savings Bank Segment styled
as Baroda Pensioners Savings Account and a Life Insurance linked
Savings product styled as Baroda Jeevan Suraksha Savings Account under
a tie-up arrangement with IndiaFirst Life Insurance Company were
launched on 15th January 2011.

Business Initiatives

- To mobilise low cost deposits aggressively, a Savings Bank Deposit
Campaign was launched on 21st June, 2010 for the period of three
months. An amount of Rs 1,944 crore as fresh Savings Bank Deposit was
mobilized during this campaign. A second Savings Bank Deposit Campaign
was launched from 1st December, 2010 to 31st March, 2011, which
generated a fresh Savings Bank Deposit to the tune of of Rs 3,081 crore
under 1,014,589 accounts.

- For augmenting Retail Loan Portfolio, a Retail Loan Festival Campaign
was launched from 1st October, 2010 to 31st December, 2010. During the
campaign, a total of Rs 1,218 crore was disbursed under both Home and
Auto Loans. Another Retail Loan Campaign specially focused on Home
Loans and Auto Loans was launched from 1st February 2011 to 31st March,
2011. A fresh business of Rs 891.74 crore was generated during this
campaign.

- To increase the attractiveness, maximum period of deposits under
Recurring Deposit and Yatha Shakti Jama Yojna were increased to 120
months from the existing 36 months.

- Interest Rate Structure on Car Loans was revised from Quantum Based
Interest Rates to Tenor Based Interest Rates with effect from 1st
September, 2010.

- To facilitate the borrowers, an Online Auto Loan Application Module
was made live with effect from 9th August, 2010.

- A Tie-up Arrangement was made with IndiaFirst Life Insurance Company
for providing Life Insurance Cover to the Banks Home Loan borrowers.

- A ÃReward & Recognition SchemeÃ for the Banks staff under Group
Credit Insurance scheme in a tie-up arrangement with Kotak Life
Insurance and IndiaFirst Life Insurance was initiated with effect from
1st October, 2010.

- The Bank opened a new Gen-next branch in NOIDA during

the first quarter of 2010-11 and now the total number of Gen Next
Branches is eight.

- Five new Retail Loan Factories at Karol Bagh New Delhi, Raipur,
Ludhiana and Nasik were opened during 2010- 11, whereas one existing
RLF at Jodhpur was closed. With this the total tally of the Banks
Retail Loan Factories (RLFs) is 35.

- Existing accounts of Home Loans and Education Loans were also brought
into the ambit of Group Credit Life Insurance Cover under the tie-up
arrangement with Kotak Life Insurance and IndiaFirst Life Insurance
with effect from 31st December, 2010.

Wealth Management Services

As a part of customer centric measures, the Bank has been providing
Wealth Management Services to its high net worth (HNI) and affluent
customers as a Total Financial Solution at one place since June 2004.
At present, the Bank provides through the network of its branches,
various third party products in Life Insurance, Non Life Insurance
including Health Insurance, Mutual Funds and Equity Trading under the
tie-up arrangements with different partners.

Moreover, during the last couple of years, the Bank has formed two
joint ventures (JV) with the leading international brands in the Mutual
Fund and Life Insurance segments.

Baroda Pioneer Asset Management Co. Ltd., a joint venture in Mutual
Fund in association with Pioneer Investments of Italy, and IndiaFirst
Life Insurance Co., a joint venture in Life Insurance with Andhra Bank
and L&G of U.K. have successfully positioned themselves in the Indian
market with encouraging performance even in the initial stages of their
business.

The extension of ASBA (Application Supported by Blocked Amount)
facility (i.e., the supplementary process of applying in IPO/FPO/Right
issues) to 2,100 more branches during the year, has enabled almost all
branches to provide the additional value added services to its
customers. This is a step further in our endeavor to protect customers
interest and provide them with new services. The Bank also launched
during the year an on-line ASBA Facility for its Net Banking customers,
which provides the convenience of a simple, instant, secure and 24x7
facility to apply for IPO/FPO/NFO to the Barodaconnect (i.e., the
Banks internet banking platform) customers from the comfort of their
homes/residences.

The Bank has also established Baroda Gold Lounge in 13 select
strategically located branches, which are distinct dedicated spaces to
provide par excellence investment advisory services to HNI customers of
the Bank. Initiatives taken by the Bank under the Wealth Management
Services have started contributing encouragingly to its non-interest
income.

MSME Business

The Micro, Small and Medium Enterprises (MSME) segment is a vital
component of Indian economy. This sector accounts for around 40.0% of
total industrial production, 34.0% of industrial exports and 95.0% of
industrial units and 35.0% of total employment in manufacturing and
service sectors of India. The contribution of services sector within
the SME segment is

To give a focused attention to emerging SMEs in India, the Bank has
been considering other commercial units with a turnover up to Rs 150
crore at par with the SMEs. To promote the growth of SME sector, the
Bank has launched a special and novel delivery model, viz. SME Loan
Factory, which at present, is made operational in 36 centres of the
Bank and well accepted in the market place. The SME Loan Factory is an
innovative model for streamlining processes and for timely sanction of
SME loan proposals. The model comprises of the Central Processing Cell
for speedy appraisal and sanctioning of proposals within the stipulated
deadline and a sales team to follow up on leads generated by the
branches. Going by the past success, the Bank is planning to open more
such loan factories in the ensuing year. The Bank has SME Loan
Factories at all major business centres across the country viz. Agra,
Ahmedabad, Bangalore, Bareilly, Baroda, Bhilwara, Bhubhaneshwar,
Bulsar, Chandigarh, Chennai, Coimbatore, Dehradun, two Factories in
Delhi, Hyderabad, Indore, Jaipur, Jamshedpur, Jamnagar, Jodhpur,
Kanpur, Kolhapur, Kolkata, Lucknow, Ludhaina, 3 Factories in Mumbai,
Nagpur, Nashik, Pune, Rajkot, Raipur, Surat, Varanasi and
Vishakhapatnam. These SME Loan Factories together sanctioned loans
aggregating Rs 14,530 crore during 2010-11 as against Rs 11,071 crore
in the previous year.

Growth of Business

The total outstanding in MSME Sector works out to Rs 27,365 crore as on
31st March 2011. The growth in lending to MSME Sector during the last
three years is given in the table below.

Year Growth
(%, YoY)

2008-09 24.18%

2009-10 43.98%

2010-11 29.63%

The percentage growth of MSME credit during 2009-10 was relatively high
as the advances up to Rs 20 lakh to Retail Trade were classified for
the first time under the ÃMicro & Small Enterprises SectorÃ in 2009-10,
in line with the RBIs revised guidelines issued during September,
2009. The growth rate

was normalized during the year 2010-11.

The Bank took the following initiatives in its SME business segment
during the year under review.

Initiatives in MSME Financing During 2010-11

1. During this year, the Bank introduced five new customer- centric,
area-specific products to suit the local cluster needs along with the
renewal of eight existing customer-centric area-specific products.

2. The Bank sponsored a workshop on ÃManagement Skills to Source
Financing and Management of Technology by SMEsÃ for entrepreneurs
organized by the AIMA at Faridabad.

3. The Bank introduced ÃProtrackÃ - an e-tracking system for the SME
credit proposals with a view to have control over the turnaround time.

4. The Bank celebrated SME Festival from 1st January 2011 to 28th
February 2011 in order to give boost to SME advances. Some concessions
in the rate of interest and service charges were announced for loans
sanctioned during the celebration period.

5. The Bank participated in the Workshops arranged by CGTMSE on Bank
Credit to Micro & Small Enterprises and the Role of Credit Guarantee.

6. The Bank accorded higher importance to Increase the flow of credit
to MSME with a special emphasis on Micro Enterprises.

7. The Bank focused on collateral free credit under the CGTMSE scheme
through a special campaign.

8. The Bank achieved total customer relationship through enhanced
cross selling, locational meetings, involvement of trade bodies at the
national and state levels.

9. The Bank placed emphasis on continuous knowledge updating and skill
building of processing/marketing officers attached to its SME factories
with the help of external and internal training outfits.

Rural and Agricultural Lending

The Bank has always been a frontrunner in the area of Priority Sector
and Agriculture lending, harnessing the vast potential of the rural
market through its wide network of 1,171 rural branches

and 832 semi-urban branches. The Bank has opened 157 new branches in
rural and semi-urban areas during 2010-11. The Bank is the convener of
the State Level Bankers Committee (SLBC) in UP and Rajasthan. The Bank
also shoulders the Lead Bank Responsibility in 45 districts in the
states of Gujarat (12), Rajasthan (12), Uttar Pradesh (15), Uttaranchal
(2), Madhya Pradesh (2) and Bihar (2).

Moreover, there are five Bank sponsored Regional Rural Banks (RRBs) in
various states with a network of 1,223 branches and total business of
Rs 18,800 crore as of end-March, 2011.

Performance of Priority Sector Lending in 2010-11

Priority Sector Advances of the Bank surged from Rs 48,552.36 crore as
at the end-March 2010 to Rs 57,363.60 crore as at the end-March 2011
and formed 43.57% of the Adjusted Net Bank Credit (ANBC) against the
mandated target of 40.00%.

Agriculture Advances (both direct and indirect) of the Bank recorded a
growth of 13.47% over the previous year and rose to Rs 24,529.22 crore
as at end-March 2011. However, the Banks lending to Direct Agriculture
depicted a stronger growth of 28.72% (y-o-y) to Rs 17,157.83 crore
during 2010-11.

Under its flagship agriculture loan product ÃBaroda Kisan Credit CardÃ,
the Bank issued as many as 2,44,558 Credit Cards during 2010-11 to
provide credit to farmers. The Bank financed as many as 2,72,415 new
farmers during the year under review. As a part of its microfinance
initiatives, the Bank credit-linked 19,257 Self Help Groups (SHGs) with
an amount of Rs 163.77 crore during 2010-11, thereby taking the total
number of SHGs credit-linked to 1,34,942 amounting to Rs 956.96 crore.

Business and Social Initiatives

Besides posting a healthy business growth, the Bank undertook several
initiatives during 2010-11 to harness the emerging opportunities for
rural and agriculture lending. Some of them are mentioned below.

1. To augment its Agriculture advances, the Bank conducted special
campaigns, viz. Kharif and Rabi campaigns for crop loans, under which
the disbursements of Rs 2,317 crore and Rs 1,231 crore were made,
respectively. Another Campaign for Investment Credit was also
undertaken under which disbursements of Rs 993 crore were made.

3. The Bank identified 450 Thrust Branches across India to enhance
Agriculture Lending which constituted 34.0% of the total Agriculture
Lending as at end-March 2011.

4. The Bank formulated various area-specific schemes, tailor made to
the needs of local requirements, particularly where there is a
concentration of industries like Rice Mills, Cold storages, cotton
ginning units, Poultry units, etc. Moreover, suitable concessions in
the rate of interest, service charges, etc., were allowed under these
schemes to garner maximum possible business. As many as 22 area
specific schemes were formulated to increase the lending to agriculture
sector.

5. Baroda Grameen Paramarsh Kendra (BGPK) - was another initiative
undertaken by the Bank to help the rural community by providing credit
counseling, financial literacy and other services like information on
the prices of agricultural produces, scientific farming, etc. The Bank
established 52 BGPKs as on 31st March, 2011.

6. Furthermore, eleven more Baroda Swarojgar Vikas Sansthan (BSVS),
Baroda R-SETI centres were opened during the year under review. With
this, the total number of BSVS went up to 36. Besides, Raebareli and
Ajmer BSVS were created exclusively for women entrepreneurs. The BSVS
are primarily the institutes for training the youth and imparting
knowledge and skills required for taking up self-employment ventures.
During the year 2010-11, around 42,212 youth beneficiaries were trained
out of which 28,331 have established self-employment ventures. It is
heartening to see that out of the total 79,442 beneficiaries trained by
these centres so far, 50,035 have already established their self
employment ventures.

Based on the guidelines issued by the RBI, the Bank has established 18
FLCCs, christened as ÃSARATHEEÃ to impart financial literacy and credit
counseling services to the needy people to help them avail financial
services from the banking

system and also to provide counseling services to those who are under
financial distress due to the debt burden. The Bank has opened these
centres under its BSVS trust. Free counseling services are being
provided to the concerned free of cost. The Bank opened 14 new FLCCs
during 2010-11, taking the total number of FLCCs to 18 as on end-March
2011. The Bank has firmed up a plan to open FLCCs in each of its lead
districts in due course.

Business Facilitators Model

This model has been implemented across India to accelerate the process
of Financial Inclusion of the excluded segment as well as to augment
the Banks agriculture portfolio. Business Facilitators will mainly
canvass loan applications for the Bank for which the Bank will pay them
compensation. Individuals including retired bankers and Government
employees, NGOs, farmers clubs and SHGs are engaged as agents to
improve the Banks outreach in the rural and semi-urban areas.

Micro Loan Factory

Additionally, the Bank has opened Micro Loan Factories at Raebareli and
Sultanpur in U.P. The Micro Finance Loan Factory has a mobile van with
facilities and all related stationeries/ documents on the SHG
financing. It is manned by officers who are duly authorised to sanction
and disburse loans up to Rs 25,000 to SHGs on the spot and at their
doorsteps.

Performance of RRBs Sponsored by the Bank

The Bank has sponsored five RRBs as under.

- Baroda Uttar Pradesh Gramin Bank, Head Office: Raebareli.

- Baroda Rajasthan Gramin Bank, Head Office: Ajmer.

- Baroda Gujarat Gramin Bank, Head Office: Bharuch.

- Nainital-Almora Kshetriya Gramin Bank, Head Office: Haldwani.

- Jhabua-Dhar Kshetriya Gramin Bank, Head Office: Jhabua.

The aggregate business of these five RRBs rose to Rs 18,803.05 crore as
of end-March, 2011 from Rs 16,244.41 crore as at end-March, 2010,
registering a year on year growth of 15.75%.

The five RRBs together posted a net profit of Rs 116.53 crore during
2010-11 as against Rs 118.93 crore earned during 2009-10. The ÃNet
WorthÃ and the ÃReserves and SurplusÃ of all these RRBs put together
improved from Rs 609.12 crore at end-March, 2010 to Rs 729.96 crore at
end-March, 2011 and from Rs 354.43 crore at end-March, 2010 to Rs
452.68 crore at end-March, 2011, respectively.

Banks efforts towards Financial Inclusion

The Bank has formulated a three-year Financial Inclusion (FI) Plan as
per the RBI guidelines issued in 2010 that was approved by the Banks
Board. However, keeping in view the mandate given by the Government of
India, the SLBCs allotted

2,864 villages to the Bank, each having population more than 2,000 that
are to be covered under the FI Plan by March 2012, of which 1,200
villages were targeted to be covered by March 2011. The Bank
comfortably surpassed this target and extended banking services to
1,228 villages during the year 2010-11. The remaining villages are
proposed to be covered in the year 2011-12.

To reach out to such unbanked villages, two delivery channels have been
adopted i.e. ICT based Business Correspondent (BC) Model which is based
on the Application Service Provider (ASP) model with Biometric Smart
Card based technology wherein Business Correspondents visit villages
with Point of Service (POS) devices for carrying out transactions.
Under this model, the customers can operate their accounts using their
Smart Cards though the biometric authentication. The second delivery
channel adopted is Mobile Banking. Under this, the Mobile Vans move
within a cluster of villages in close proximity to the Banks existing
branches. The Vans with the Banks staff visit the identified villages
during some fixed days in a week for providing banking services. At
present, a Mobile van has been deployed in Charada branch of Mehsana,
Gujarat and three more vans have been deployed at Allahabad, Varanasi
and Bihar.

As per the directive of the Government of India, the Banks Chairman
and Managing Director, Executive Directors and Corporate General
Managers have been visiting the villages

under the FI Plan regularly to oversee the implementation and progress
of the Banks FI mission.

Advances to SC/ST Communities during 2010-11

The outstanding advances granted by the Bank to SC/ST communities have
been growing healthily year after year. This is evident from the fact
that the outstanding advances granted to these beneficiaries went up
from Rs 3,100 crore as at end- March, 2010 to Rs 3,760 crore as at
end-March, 2011.

In fact, the SC/ST communities accounted for a share of 28% in the
total advances granted to Weaker Sections during the year under review.

It is heartening to note that the Baroda Swarojgar Vikas Sansthans
(BSVS) have been giving due preference to SC/ ST communities while
selecting the trainees. So far, these centres have trained 29,721
youths under the SC/ST category of which 18,735 have already
established their self employment ventures.

International Business

The improvement in global economic scenario, strong economic revival
especially in the advanced countries and a substantial growth in the
International Trade flows supported growth of business and
profitability of International Operations. The Bank leveraged on its
long experience of international banking, strong and loyal customer
base, time-tested business model, technological initiatives to live up
to its position as the Indias International Bank.

During 2010-11, there was a better than expected growth in the business
and profits of the Banks International Operations. The asset growth
was further assisted by Foreign Currency requirements of Indian
Corporates for their overseas expansion, and, also, to take advantage
of the difference in cost of resources. To meet the requirements of
borrowers, the Bank raised Foreign Currency resources in timely fashion
at overseas centres at the finest terms supported by the Banks strong
credit story.

The Bank kept continuous watch on economic, social and political
developments around the world to safeguard its business interests. The
business model was aligned and risk management functions were further
strengthened to take care of any shocks in the ever-changing
international scenario.

The overseas branch network was further expanded to 85 branches/offices
offering further opportunities for generating profitable growth of
business.

Business and Profit Performance

During 2010-11, the total business (Deposits + Advances) of the Banks
Overseas Branches registered a growth of 32.51% (y-o-y). The Customer
Deposits increased by 23.44%, Total Deposits by 29.33 % and Advances by
36.59%. The International Operations contributed 24.6% to the Banks
global business as on 31st March, 2011.

Total Assets

Total Assets of the Banks International Operations increased from Rs
68,375 crore to Rs 91,273 crore registering a growth of 33.49% during
the year.

Net Profit

The Gross Profit for the year 2010-11 registered a healthy growth of
23.94% over the level of previous year. The Net Profit, however,
declined by 7.32% due to an unfavourable statistical base effect.
During the year 2009-10, the Net Profit had increased sharply because
of the reversal of provisions made under Mark to Market of
Investments. The contribution of international operations to the Banks
Total Net Profit stood at 19.15% during 2010-11.

Asset Quality

Consistent with its past practices, the Bank took all the necessary
safeguards at the time of asset creation and ensured monitoring of
assets on an ongoing basis to be in readiness for any eventualities in
the economic scenario around the world.

The accounts restructured in previous years as per the RBI norms were
continuously monitored during 2010-11 to ward off any deterioration in
the asset quality. In NPA accounts, there were continuous efforts for
upgradation/recoveries as per the norms in the country of operation. As
a result, the Gross NPAs to Total Advances were contained at 0.62% as
on March 2011. The Net NPAs too were modest at 0.19%.

International Presence

With the commencement of operations in New Zealand, the Bank extended
its overseas presence to 26 countries with 85 branches/offices as
under.

Banks Overseas Branches 54

Banks Representative Offices 3

Branches of Banks Overseas Subsidiaries 28

Total 85

In addition to the above, the Banks associate in Zambia has 12
branches.

Overseas Expansion

During the year 2010-11, the Bank opened seven new branches/ offices
(including the ones for its overseas subsidiaries). A branch was opened
at Ilford, Essex (U.K.) and five Electronic Banking Service Units
(EBSUs) in UAE at RAKIA, Ras Al Khaimah, Al Qusais, Dubai, Sh. Zayed
Road, Dubai, Al Karama, Dubai and National Paints, Sharjah. The
subsidiary in New Zealand - Bank of Baroda (New Zealand) - commenced
operations with the opening of branch at Auckland.

Future Plans in Overseas Business

In order to serve the ever increasing expatriate Indian population and
corporates around the world and canvass more diversified business for
the Bank, ambitious overseas expansion plans have been drawn by the
Bank. It proposes to further expand its network by opening additional
branches in countries where it is already present, and, also wants to
enter new territories. Steps have been initiated for opening of two
branches and two EBSUs in UAE, one branch in Oman and one branch in
Mauritius. The work related to the opening of eight new branches of the
subsidiaries is at an advanced stage. The subsidiaries in Uganda,
Kenya and New Zealand will be opening two branches each and in Botswana
and Guyana, one additional branch will be opened.

The Banks applications for setting up of a subsidiary in Suriname and
Canada, opening of a branch in Qatar and upgradation of a
Representative Office in Australia to a branch are under process by the
host country regulators. The Bank has already initiated steps for
identification of new centres for overseas expansion.

Syndication Centre

The Banks Global Syndication Centres at London and Dubai, supported by
the Offshore Banking Unit at Singapore and other branches in major
financial centres, are actively catering to the needs of Indian and
local corporates for Foreign Currency funds. The International Merchant
Banking Cell (IMBC), set up at the Banks Corporate Office, Mumbai,
plays an active role in the business on account of raising of
substantial resources by Indian Corporates. The IMBC now actively
participates in the loan origination.

Products and Services

After implementation of the Core Banking Solution in its overseas
operations, the Bank launched various new products and services to meet
the requirements of diversified groups of customers. New products,
developed after extensive market research, have found wide
acceptability with local population.

Technology Upgradation in Overseas Operations

- The number of ATMs at overseas territories and subsidiaries increased
to 68 (42 onsite and 26 offsite) as on 31st March, 2011 from 55 (36
onsite and 19 offsite) as on 31st March, 2010.

- Global Treasury Solution was implemented at the Banks operations in
UK, UAE, Bahamas, Bahrain, Hong Kong, Singapore and Belgium. The Banks
subsidiary in Uganda has also initiated process for implementation of

Treasury Module as per the requirements of the country of operation.

- Implementation of a Centralized SWIFT activity was completed and made
operational from the Banks Data Centre in Mumbai.

- Except UK and US Territories, all Territories/Subsidiaries have
started routing their Swift operations through the SWIFT Cell, Data
Centre. The XMM application was implemented in the place of SAM and PC
Connect.

- The Payment Messaging System too was implemented. It is a middleware
between Core Banking Solution (Finacle) and SWIFT which helps in
Straight-Through-Processing of incoming and outgoing SWIFT messages
with Anti Money Laundering check. The same was implemented in all the
overseas territories/subsidiaries except in UK and USA.

- The Anti Money laundering Erase (Batch mode) was implemented in all
the overseas centres except, Belgium and USA.

- Anti Money Laundering Online List Matching Solution too was
implemented at all the centres of the Bank except USA.

E-Banking

- The Bank has made ÃView based E-BankingÃ available in its operations
in Fiji, Oman, Tanzania and UK.

- The Bank has firmed up its plan to cover all the remaining overseas
centres under this facility during 2011-12.

Risk Management in Overseas Operations

The Bank has put in place an appropriate risk management system,
comprising of necessary elements of active Board and senior management
oversight, adequate policies, procedures and limits, adequate
management information systems and comprehensive internal control for
risk identifications, risk measuring, risk monitoring and risk control
for its overseas operations. The Bank has implemented BASEL II
guidelines in all the Overseas Territories with effect from 31st March,
2008 and has adopted Standardised approach for Credit Risk,
Standardised Duration Method for Market Risk and Basic Indicator
Approach for Operational Risk.

To prepare for the adoption of the advanced approaches, the Bank has
developed customized BOB RAM internal Rating Module for its UK and UAE
territories, covering major portion of the overseas business. In a
phased manner, the BOB RAM will be introduced in all the other
territories. The Bank has posted highly skilled and qualified Risk
Managers in all the major overseas territories, to put in place the
requisite risk management practices in overseas operations and to
comply with the extant guidelines of host and home country regulators.

Regulatory Compliance

The compliance structure of the Bank is based on the extant guidelines
of the home countrys regulator. All the overseas

territories have put in place the centre-specific compliance policies
consistent with the corporate compliance policy of the Bank. A
compliance function is being carried out by the designated compliance
officer in the territory. The Bank scrupulously follows all the Anti
Money Laundering and Know Your Customers guidelines of the Host and
Home country regulators.

Treasury Operations

The global economic scenario presented a mixed picture during 2010-11.
While growth in emerging market economies (EMEs) remained strong, it
was on an upswing in the US and the Euro areas. However, the sharp
increase in oil prices during the course of the year as a result of the
events in the Middle East and North Africa added tremendous uncertainty
to the pace of global recovery. Coupled with rising prices of food and
commodity, the spike in oil prices significantly heightened the
inflationary concerns. Balancing the concerns on twin challenges of
taming inflation and managing economic growth, the RBI started hiking
policy rates since March 2010. During the year 2010-11, the RBI
cumulatively hiked the repo rate by 175 bps and the reverse repo by 225
bps, albeit in a calibrated fashion.

The advance estimate of the GDP growth for 2010-11, given by the
Central Statistical Organisation, Government of India is at 8.6%. The
benchmark 10 year G-Sec yield moved touching a high of 8.25% and a low
of 7.37% with an average yield of approximately 7.90% during the year
under review. Against this backdrop of rise in yields and rate hikes,
the Bank Treasurys focus was to enhance the overall yield on its SLR
portfolio. The average yield on Domestic SLR investment portfolio for
the year was 7.68%. Keeping in view the macro economic situation, the
Modified Duration of SLR investments under Available for Sale category
was kept at 2.62 years. During the year, the Bank earned Rs 4,645.83
crore by way of Interest/Discount earned on Investments, Rs 457.24
crore as Profit on Sale of Investment and Rs 307.61 crore as Foreign
Exchange earnings. The Treasury actively utilised the market movements
and used the Overnight Index Swaps and INBMK Swaps for hedging and
trading opportunities. The Treasury offers customized solutions using
available instruments viz. IRS, CIRS, Forwards & Options to meet
Interest Rate and Foreign Exchange Risk Mitigation requirements of
corporate clients. The Treasury actively tried to benefit from the
arbitrage opportunities available between various asset classes
including Money market, CBLO, Market Repo, Government Securities and
resources generated through the USD/INR swaps.

During the year under review, the Treasury mobilized long term
resources for the Bank through a mix of Upper Tier II and Perpetual
Bond instruments. The total amount raised was Rs 2,211.50 crore in four
tranches at the finest terms supported by the Banks strong credit
story.

Post financial crisis of 2008, the Indian economy showed strong growth
for a second consecutive year. However, the Industrial production
slowed down in the second half of 2010-11 impacted by the rising input
cost pressures. There were robust FII inflows in the first half of the
financial year 2010-11. Reflecting the

investor confidence, the BSE Sensitive Index touched a high of 21,108
during the year. However, the equity investors booked profits and there
was a net FII outflow in the last quarter of 2010- 11 on account of
events in the Middle East and North Africa, high oil prices and
continuing inflation. Taking advantage of the market movements, the
Equity Desk of the Banks Treasury actively churned its portfolio and
recorded good profits. During the year, the Banks Equity Desks
turnover increased by more than 60.0% over previous year, and it
doubled its profit over the corresponding period.

The Foreign Exchange Desk of the Banks Treasury too retained its
prominence as a key market maker in the Indian Banking Industry. The
Proprietary trading desk was active in encashing the arbitrage between
the Futures and OTC markets. The Foreign Exchange Desk was able to
manage the volatility efficiently with more than 25.0% increase in the
turnover in both the Inter-Bank and Merchant Desks. The Inter-Bank to
Merchant Forex turnover ratio for the Bank was 8.28 against Market
ratio of 2.85.

During the year 2010-11, the Bank inaugurated a new State of the Art
Dealing Room at Baroda Sun Tower at its Corporate Office in Mumbai.
Through this new Dealing room, the Bank is well positioned to scale up
its Treasury Operations in the coming years. The Treasury handles the
Banks Domestic Treasury Operations and covers activities in various
markets i.e. Foreign Exchange, Interest Rates, Fixed Income, Equity and
other alternative assets. The advanced technology platforms are being
used by the Bank to offer a basket of financial products to its clients
including Interest Rate and Currency Swaps, Forwards and Options.
Through the enhanced Automated Dealing System, the Bank is able to
offer auto generated real time foreign exchange rates to its clients
through the authorised branches in India.

Under the Business Process Reengineering (BPR), the Bank has
successfully implemented a Global Treasury Solution across major
financial centres. The Global Treasury Platform is running smoothly in
Mumbai, Europe (London and Brussels), Dubai, Bahrain, Singapore,
Bahamas and Hong Kong. During the year 2010-11, the roll out of the
Global Treasury Platform was initiated in the Banks New York
operations.

The Treasury Mid Office monitors market exposures and limits fixed by
the Banks Board of Directors on real time basis. The

Risk Management measures such as Value at Risk (VaR) is used to measure
Market Risk on all portfolios. These measures are backed up by the Back
Testing on risk numbers and Stress Testing of portfolios.

Corporate Social Responsibility (CSR)

Like in business, the Bank aspires to score high on Corporate
Conscience. As a responsible corporate citizen, it is the vision of the
Bank to empower the community through socio-economic development of
underprivileged and weaker sections. In its continued efforts to make a
difference to the society at large, the Bank further intensified its
efforts in this direction during the year 2010-11.

The Bank has established Baroda Swarozgar Vikas Sansthan (Baroda
R-SETI) for imparting training to unemployed youth, free of cost for
gainful self employment and entrepreneurship skill development which
help them improve their family economic status and also gives a boost
to the local economies from where they operate.

So far, 36 such Santhans have been established by the Bank in which
more than 79,000 young persons have been trained and around 50,000 have
been gainfully self employed.

The Bank has established 52 Baroda Gramin Paramarsh Kendra for
knowledge sharing, problem solving and credit counseling for rural
masses across the country. In order to spread awareness among the rural
masses on various financial and banking services and to speed up the
process of financial inclusion, the Bank has also established 14
Financial literacy and Credit counseling Centres (FLCCs) during the
year 2010- 11 taking the total number of FLCCs to 18.

Asset Quality Management

Bank of Baroda has rightly earned a reputation for excellence in the
Asset Quality management. Even during the year 2010- 11, the Bank was
able to maintain the best asset quality in the Indian banking system by
smartly and strategically managing its Non Performing Asset (NPA)
portfolio.

A close monitoring and follow up systems for recovery of NPA together
with a well-defined mechanism to catch early warning signals to prevent
slippages has helped the Bank to maintain its NPA at the lowest
possible levels.

In spite of higher slippages observed in general in the Indian banking
industry because of continuing adverse effects of economic downturn and
high volatility in the financial indicators, the Bank could restrict
its Gross NPA to 1.36% of Gross Advances as at 31st March, 2011 - the
same level as in the previous year. Even its Net NPA ratio was
contained at 0.35% as at 31st March, 2011 versus 0.34% as on 31st
March, 2010.

The Banks outstanding performance in the asset quality management was
reflected in the modest level of incremental delinquency ratio at 1.09%
in 2010-11 as against 1.17% in 2009-10. This ratio is measured as
ÃAdditional Delinquencies as a per cent of the Opening Standard
Advances of the Bank at the beginning of the yearÃ.

Consistent with its past record, the Bank maintained higher Loan Loss
or Provision Coverage Ratio against its NPA portfolio than the
mandatory norm of 70% set by the RBI. The Banks NPA Coverage Ratio as
on 31st March, 2011 was 74.91% as against 74.90% as on 31st March,
2010. The Loan Loss or Provision Coverage Ratio taking into account the
technical write-offs worked out to 85.0% as on 31st March, 2011 as
against 87.0% as on 31st March, 2010.

The Bank also adopted a strong follow-up mechanism for speedy
recovery/resolution of its NPAs by expediting the legal action as well
as through the compromise/OTS route. This strategy yielded the Bank
Cash Recovery of over Rs 455.49 crore during 2010-11 as aga

Mar 31, 2010

The Directors have pleasure in presenting the One Hundred and Second
Annual Report of the Bank with the audited Balance Sheet, Profit & Loss
Account and the Report on Business and Operations for the year ended
March 31, 2010 (FY10).

Performance Highlights

- Total Business (Deposit+Advances) increased to Rs 4,16,080 crore
reflecting a growth of 24.0%.

- Business per Employee moved up from Rs 911 lakh to Rs 1,068 lakh on
year.

Segment-Wise Performance

The Segment Results for the year 2009-10 (FY10) reveal that the
contribution of Treasury Operations was Rs 1,048 crore, that of
Corporate/Wholesale Banking was Rs 1,585 crore, that of Retail Banking
was Rs 779 crore, and of Other Banking

The BankÃs Directors have proposed a dividend of Rs 15/- per share (on
the face value of Rs 10/-per share) for the year ended March 31st,
2010. The total outgo in the form of dividend, including taxes, will be
Rs 639.26 crore.

Capital Adequacy Ratio (CAR)

The BankÃs Capital Adequacy Ratio (CAR) is comfortable at 14.36% under
Basel II as on 31st March 2010. During the year, the Bank strengthened
its capital-base by raising Rs 1,000 crore through unsecured
subordinated bonds and Rs 900 crore through innovative perpetual bonds.

The BankÃs Net Worth as at 31st March 2010 was Rs 13,785.14 crore
comprising paid-up equity capital of Rs 365.53 crore and reserves
(excluding revaluation reserves) of Rs 13,419.61 crore. An amount of Rs
2,419.07 crore was transferred to reserves from the profits earned.

Other Prudential Measures

As a prudent measure, the Bank has made provision towards contribution
to gratuity (Rs 131.93 crore), pension funds (Rs 120.21 crore), leave
encashment (Rs 134.29 crore) and additional retirement benefits (Rs
16.28 crore) on actuarial basis. Total provisions under these four
categories amounted to Rs 402.71 crore during the year 2009-10, against
Rs 550.60 crore during 2008-09. Total corpus available with the

Shri N. S. Srinath, was appointed by the Central Government as Whole
time Director, designated as Executive Director on 07th December 2009,
under section 9(3) (a) of the Banking Companies (Acquisition & Transfer
of Undertakings) Act, 1970, to hold the position till 31st May 2012 or
until further orders, whichever is earlier. He was appointed consequent
upon Shri V Santhanaraman, ceasing to be a Director on his attaining
superannuation on 31st August 2009.

Shri Alok Nigam, IAS was nominated by the Central Government as a
Director on 09th December 2009 under section 9(3) (b) of the Banking
Companies (Acquisition & Transfer of Undertakings) Act, 1970
representing the Central Government vice Shri Amitabh Verma, IAS who
ceased to be a Director on the nomination of Shri Nigam. Shri Nigam
shall hold office until further orders from the Central Government.

Dr. (Smt.) Masarrat Shahid was nominated by the Central Government, as
a part time non-official Director on 29th

October, 2009 under section 9(3) (h) of the Banking Companies
(Acquisition & Transfer of Undertakings) Act, 1970. Dr. Shahid was
nominated for a second term of three years from 29th October, 2009 to
28th October 2012 or until further orders, whichever is earlier.

Shri Amarjit Chopra, who was nominated as Director for a period of
three years on 13th October 2006, by the Central Government under
section 9 (3) (g) of the Banking Companies (Acquisition & Transfer of
Undertakings) Act, 1970, ceased to be a Director on 12th October 2009,
on the expiry of his term of appointment.

DirectorsÃ Responsibility Statement

The Directors confirm that in the preparation of the annual accounts
for the year ended March 31, 2010:

The applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

The accounting policies framed in accordance with the guidelines of the
Reserve Bank of India, were consistently applied.

Reasonable and prudent judgement and estimates were made so as to give
true and fair view of the state of affairs of the Bank at the end of
financial year and of the profit of the Bank for the year ended March
31, 2010;

Proper and sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provisions of the applicable
laws governing banks in India;

and

The accounts have been prepared on a going concern basis.

Acknowledgement

The Directors express their sincere thanks to the Government of India,
Reserve Bank of India, Securities and Exchange Board of India, other
regulatory authorities, various financial institutions, banks and
correspondents in India and abroad for their valuable guidance and
support.

The Directors acknowledge with appreciation the assistance and
cooperation extended by all stakeholders of the Bank like customers,
shareholders and well wishers in India and abroad.

The Directors place on record deep appreciation for the hard work and
dedication of the members of the staff at different levels, which
enabled the Bank to record high quality, consistent growth even during
the turbulent times and consolidate its position as one of the leading
banks in the country.

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